Annual Report 2006-2007 - Gammon India

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GAMMON INDIA LIMITED ANNEXURE “A” TO THE DIRECTORS REPORT Statement pursuant to Section 217 (2A) of the Companies Act,1956 and the Companies (Particulars of Employees) Rules, 1975. Sr. No. Name of the Employee Age Designation Gross Remuneration (Rs.) 1. Abhijit Rajan 46 Chairman & Managing Director 2. Himanshu V. Parikh 47 Executive Director 3. Rajul A. Bhansali 51 Executive Director 4. Virendra Kumar 66 President – Sharma Operations 5. Rammohan Nilkanth 50 Sr. Vice Bhave President – Finance 6. C. Bhattacharjee 56 Chief Executive – Nuclear & Heavy Engineering Projects 7. R. K. Malhotra 54 Chief Executive – Bridges & Flyovers 8. A. B. Desai 50 Chief Executive – Power Structures 9. Subodh V. Kamat 52 Chief Executive – Roads 10. A. L. Bhatia 61 Vice President – Marketing 11. A. D. Alawani 62 Vice President – Marketing 12. Ramkrishna L. Telang 60 Vice President – Marketing 13. M. V. Jatkar 52 Vice President – Construction Systems 14. P. M. Jakkal 61 President – Pipelines Qualification 1,34,03,468/- Commerce Graduate, LSE (London) 26,29,360/- Commerce Graduate 25,17,175/- Commerce Graduate and Chartered Accountant 26,45,043/- B.Sc. (Engg.) (Mech.) 25,64,815/- B.Com, LL.B., FCA FICWA, FCS 22 Total Experience (No. of years) Date of commencement of employment in Gammon Name of the Company 27 17-05-1991 IPCA Laboratories Ltd. 27 02-08-2004 Vizag Seaport Pvt. Ltd. 29 30-03-2003 Afcons Infrastructure Limited Last Employment held Position held Period of Service (No. of years) Whole-Time 5 Director Managing Director Deputy Managing Director 43 03-03-2005 NPCIL Sr. Executive Director 25 21-04-2006 JACOBS Director – Finance 30,62,875/- BE – DFM 35 08-02-1987 Amiantit Oman S.A.O. 27,40,239/- BE M.Tech. 2 13 40 1 Manager 1 29 08-01-1979 – – – 25,82,546/- BE 28 01-09-1979 G. L. Raheja & Associates 27,25,324/- BE 32 15-04-2004 Patel Engineering Ltd. 27,65,641/- BE 39 01-12-1971 Bombay Road Development Design Division Jr. Engineer 1 Vice 1 President – Projects Jr. Engineer 3 26,77,977/- BE 40 13-08-1966 – – – 25,39,322/- B.Tech. M.S. 25,62,500/- BE ME 9,75,000/- Dip. Civil Eng. 35 20-09-2000 Kvaerner Cementation Vice President 28 27 01-07-1980 – – – 27 – Aban Constructions VP – Pipeline 1 Notes: 1. Gross Remuneration includes salary, allowances, contribution to Provident, Superannuation Fund, Gratuity and taxable value of perquisites. 2. The nature of employment is contractual. 3. None of the above hold more than 2% of paid up capital of the Company. 4. Designation denotes nature of duties also. For and on behalf of the Board of Directors Place : Mumbai Dated : 31 st July, 2007 ABHIJIT RAJAN Chairman & Managing Director
REPORT ON CORPORATE GOVERNANCE 1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE : 23 Annual Report 2006-2007 Corporate Governance broadly refers to a set of rules and practices designed to govern the behaviour of corporate enterprises. It refers to a system by which Companies are governed, controlled and managed. Your 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. Your Company firmly believes that Corporate Governance is a powerful tool to subserve the long-term growth of the Company. Your Company 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 and is in accordance with Clause 49 of the Listing Agreement. The Board is headed by an Executive Chairman, Mr. Abhijit Rajan. The present strength of the Board is 8 (Eight) members. 50% of the Board members are non-executive and independent directors. All the members of the Board are persons with considerable experience and expertise in industry, finance, technology, management and law. 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 per clause 49(I)(C)(ii) across all companies in which they are Directors. (b) Number of Board Meetings held and dates on which held : During the year under review the Company held 7 (Seven) Board Meetings on 08/05/2006, 29/06/2006, 31/07/2006, 11/08/2006, 31/10/2006, 31/01/2007 and 21/03/2007 and the gap between two meetings did not exceed four months. (c) Details of Directors, their attendance at Board Meetings and the last Annual General Meeting and details of other directorships : 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 & membership of committees are as stated below : Name and Designation of Director Mr. Abhijit Rajan, Chairman & Managing Director Mr. Peter Gammon Chairman Emeritus Mr. Rajul A. Bhansali Executive Director Mr. C. C. Dayal Director Mr. S. K. Guha Thakurta Director Mr. Himanshu Parikh Director Category of Directors Promoter/ Executive/NI No. of Board Meetings attended (01.04.2006 to 31.03.2007) Whether attended last A.G.M. (held on 26 th September, 2006) No. of Directorships in other Public Companies No. of Chairmanship and Membership of Committees of other public companies Chairman Member 6 Yes 7 0 0 Promoter/Non- Executive/NI 0 No 0 0 0 Executive/NI 7 Yes 1 0 0 Non-Executive/I 7 Yes 9 1 4 Non-Executive/I 3 Yes 9 1 4 Executive/NI 7 Yes 9 1 1
Page 1 and 2: A n n u a l R e p o r t 2 0 0 6 - 2
Page 4 and 5: 2 C o n t e n t s Chairman’s Lett
Page 6 and 7: 4 B o a r d o f D i r e c t o r s D
Page 8 and 9: 6 C o n s o l i d a t i n g p o s i
Page 10 and 11: Agra Makhanpur Road 8 T e n y e a r
Page 12 and 13: Ranganadi Dam J J Flyover 10 Gujara
Page 14 and 15: 12 T o p P r o j e c t s U n d e r
Page 16 and 17: 14 O u r P r e s e n c e i n P u b
Page 18 and 19: 16 G a m m o n ' s P r o j e c t s
Page 20 and 21: 2. DIVIDEND: GAMMON INDIA LIMITED T
Page 22 and 23: GAMMON INDIA LIMITED 13. HEALTH, SA
Page 26 and 27: GAMMON INDIA LIMITED Name and Desig
Page 28 and 29: GAMMON INDIA LIMITED • Significan
Page 30 and 31: GAMMON INDIA LIMITED (c) Resolution
Page 32 and 33: GAMMON INDIA LIMITED 9. GENERAL SHA
Page 34 and 35: GAMMON INDIA LIMITED 11. DEMATERIAL
Page 36 and 37: GAMMON INDIA LIMITED To The Members
Page 38 and 39: GAMMON INDIA LIMITED 1. Industry St
Page 40 and 41: GAMMON INDIA LIMITED Presently your
Page 42 and 43: GAMMON INDIA LIMITED c. Dharmavaram
Page 44 and 45: GAMMON INDIA LIMITED In addition, t
Page 46 and 47: GAMMON INDIA LIMITED AUDITORS’ RE
Page 48 and 49: GAMMON INDIA LIMITED basis of the a
Page 50 and 51: GAMMON INDIA LIMITED SOURCES OF FUN
Page 52 and 53: GAMMON INDIA LIMITED CASH FLOW STAT
Page 54 and 55: GAMMON INDIA LIMITED DEBENTURE REDE
Page 56 and 57: SCHEDULE 6 INVESTMENTS GAMMON INDIA
Page 58 and 59: SCHEDULE 9 GAMMON INDIA LIMITED 56
Page 60 and 61: SCHEDULE 13 GAMMON INDIA LIMITED EX
Page 62 and 63: SCHEDULE 16 GAMMON INDIA LIMITED SI
Page 64 and 65: GAMMON INDIA LIMITED B. NOTES TO AC
Page 66 and 67: GAMMON INDIA LIMITED 15. Foreign Ex
Page 68 and 69: GAMMON INDIA LIMITED (c) During the
Page 70 and 71: GAMMON INDIA LIMITED (b) Details of
Page 72 and 73: GAMMON INDIA LIMITED 40. Details of
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GAMMON INDIA LIMITED 11. GIL Archir
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GAMMON INDIA LIMITED (C) Disclosure
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STATEMENT PURSUANT TO SECTION 212 O
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GAMMON INDIA LIMITED AuDITOr’s rE
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GAMMON INDIA LIMITED SOURCES OF FUN
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SCHEDULE 1 SHARE CAPITAL : AUTHORIS
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SCHEDULE 6 FIXED ASSETS : PARTICULA
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GAMMON INDIA LIMITED 31st March, 20
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GAMMON INDIA LIMITED 31st March, 20
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GAMMON INDIA LIMITED (iii) Advisory
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GAMMON INDIA LIMITED B. NOTES TO AC
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GAMMON INDIA LIMITED (c) The follow
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GAMMON INDIA LIMITED MNEL: The Secu
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GAMMON INDIA LIMITED AEL: On the ba
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GAMMON INDIA LIMITED (ii) An amount
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GAMMON INDIA LIMITED (b) A dispute
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GAMMON INDIA LIMITED 22. GIL EIL Co
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GAMMON INDIA LIMITED C. CASH FLOW F
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GAMMoN INDIA LIMIteD Notes 112
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GAMMON INDIA LIMITED Head Office :
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