To,
The Members of Gammon India Limited,
Your Directors are pleased to present their 104th Annual
Report together with the Audited Financial Statements of the Company for the Financial
Year ended March 31, 2026 ("Financial Year"), together with the Statutory
Auditors Report thereon.
1. Review of Financial and Operational Performance:
| Particulars |
Standalone |
Consolidated |
|
For the Financial Year ended March
31,2026 |
For the Financial Year ended March 31,
2025 |
For the Financial Year ended March 31,
2026 |
For the Financial Year ended March
31,2025 |
| Profit before Other Income, Depreciation and Interest |
(77.68) |
(109.09) |
65.04 |
(61.93) |
| Add: |
|
|
|
|
| Other Income |
13.80 |
6.96 |
109.35 |
31.99 |
| Less: |
|
|
|
|
| Depreciation |
1.66 |
2.09 |
1.67 |
2.11 |
| Interest |
1123.06 |
1005.42 |
1331.79 |
1193.83 |
| Profit/(Loss) before Tax |
(1188.60) |
(1109.64) |
(1159.24) |
(1223.69) |
| Less: |
|
|
|
|
| Provision for Taxation |
0.41 |
(31.50) |
11.11 |
(31.35) |
| Profit/(Loss) after Tax |
(1189.01) |
(1078.14) |
(1170.34) |
(1192.35) |
| Transferred to Minority Interest |
|
|
(0.78) |
(7.03) |
| Profit/(Loss) for the year |
(1189.01) |
(1078.14) |
(1169.56) |
(1185.31) |
| Add: |
|
|
|
|
| Profit brought forward from the previous year |
(12572.00) |
(11493.89) |
(12340.75) |
(11155.47) |
| Available for Appropriation |
(13760.87) |
(12572.00) |
(13510.22) |
(12340.75) |
| Appropriations: |
|
|
|
|
| On Divestment of Subsidiary |
|
|
|
|
| Dividend (Proposed) Equity Shares |
|
|
|
|
| Tax on Dividend |
|
|
|
|
| Other Adjustments |
|
|
|
|
| Balance carried to Balance Sheet |
(13760.87) |
(12572.00) |
(13510.22) |
(12340.75) |
• The Financial Statements for the year ended 31st
March, 2026 have been restated in accordance with Ind-AS for comparative information.
• The Financial Statements are in compliance with Ind-AS,
notified by the Ministry of Corporate Affairs under Section 133 of the Companies Act,
2013, read with the relevant rules issued thereunder and other accounting principles
generally accepted in India.
During the Financial Year the Turnover of the Company on a Standalone
basis stood at Rs. 85.18 crores, as compared to Rs. 21.23 crores during the previous F.Y
ended 31st March, 2025. The Company posted a Net Loss after Tax of Rs 1189.01
crores during the year ended 31st March, 2026, as against a Net Loss after Tax
of Rs 1078.14 crores during the previous FY ended 31st March, 2025.
On a Consolidated basis, the Turnover of Gammon Group during the
Financial Year stood at Rs 94.48 crores as compared to Rs 67.89 crores for the previous
financial year ended 31st March, 2025. The Group posted a Net Loss after Tax of
Rs 1170.34 crores during the Current Financial Year, as against a Net Loss after Tax of Rs
1192.34 crores during the previous F.Y. ended 31st March, 2025. Interest and
finance costs continue to be high. The turnover/income is from the residual EPC business,
post carve out of the operating business. During the year under review the finance cost
which includes the interest costs was Rs. 1123.06 crores. The loss was primarily due to
the provisions made for the Company's funded and non-funded exposure of loans and
investments.
GAMMON Brief History
104 years ago Mr. J.C. Gammon a Mathematical Scholar and Civil Engineer
was assigned a job to construct the Gateway of India while he was employed as an Assistant
Engineer in the Public Work Department. He left his current employment and formed M/s.
J.C. Gammon to carry out the task of the 1st Monument Structure the 'Gateway of
India' and thus the Company was formed. He had a vision and foresight for the need of the
country. Mr. Gammon an excellent Engineer, Innovator and Entrepreneur responsible for
solid foundation of the great Institute which was later known as Gammon India Ltd.
Most of the Architectural structures in the fort area of Mumbai City
were the early landmark achievements of Gammon India Ltd. The work which was accomplished
by the pre-casting concrete was introduced by Gammon in the country, due to which the
Company was aptly called the Sculptor of Concrete in India.
The reign of the Company gradually fell in the hands of Indian, Late
Dr. T.N. Subba Rao, a Legend in the Civil Engineering who has carried forward technology
and the innovation in civil engineering and gave Gammon a very respectable place in the
history of Indian Construction Industry in 70s.
Around 1990 a young Entrepreneur, Mr. Abhijit Rajan took the reign of
Gammon in his professional hands. Realizing the potential of the Company and understanding
the magnitude, he carried forward aggressively the expansion of the Company. Till the time
Mr. Rajan took over , the Company's concentration was only on Civil Engineering projects.
Post his acquisition, the Company expanded in the field of manufacturing, transmission,
oil business and cross-country pipeline in addition to core civil engineering business.
By 2000, the Company's CAGR exceeded 25% and ROCE by 20% and resulted
in Gammon being the only Company with a consistent dividend payout for over 30 years. By
2008, Gammon was among the largest infrastructure companies in India with a revenue of
over Rs 2500 crore, net worth of over Rs 1000 crore, a debt/equity ratio of just 0.39:1
and a market cap of more than Rs. 4200 crores.
Gammon was looking at opportunities to expand its presence in
burgeoning Indian power sector. Gammon had a strong legacy of credentials in power sector
across thermal, hydro and nuclear power plants in the field of civil work including
tunnels, intake well, dams, and specialized work like cooling towers, chimneys, etc.,
Gammon decided to become a "one stop energy shop" in power sector by expanding
presence across entire energy value chain. This was done by combining existing civil EPC
capability in power with manufacturing and supply of power equipment, transmission &
distribution and operations and maintenance capabilities across thermal, hydro, nuclear
and non-conventional forms of energy. By doing this Gammon would become eligible for
bidding and executing mega turnkey projects in rapidly growing and large supercritical
thermal power projects.
Gammon has completed over 2000 projects of small, medium and large
scale covering majority states and districts of the country in its first 100 years. Gammon
has delivered 20 Infra projects to the Nation in its first 100 years. Only one or two
Companies during the period have achieved such record. Gammon recognized as 'Builders
to the Nation' by developing all types of infrastructure projects all over the
country and also in several other countries.
It is to the credit of Gammon India Limited that it has brought all the
modern technologies first time in India like prestress, Precast concrete, Segmental
Construction, hyperbola cooling tower, slip form technology, inclined Tunnelling, concrete
and Cable stay Bridge etc.
Slowdown of Economy and its effects on Gammon
During FY2012 and FY2013, Gammon's financial performance suffered on
account of slowdown in the economy, delay in award of new projects and project execution
delays. The working capital cycle of Gammon was also stretched due to nonachievement of
milestones and delayed recovery of receivables. Gammon also invested in overseas
subsidiaries and noncore assets by way of loans and advances or equity. The subdued market
conditions could not yield the desired returns on overseas investments and the interest
cost on acquisitions added to the stress of Gammon. GIL was not able to meet its debt
obligations to its lenders. Hence, GIL referred itself under the aegis of CDR Cell for
restructuring of its debt in March 2013.
As planned, cash flows could not be materilised and proposed CDR
failed.The company had haived off its major core businesses and resolved 75% of lenders
dues.
The residual Company's operations have been affected in the last few
years by various factors including liquidity crunch, unavailability of resources on timely
basis, delays in execution of projects, delays in land acquisition, operational issues
etc. The Company's operations are characterized due to weak order booking, paucity of
working capital and uncertain business environment. The liquidity crunch has resulted in
several winding up petitions being filed against the Company by various stakeholders for
recovery of the debts which the Company has been settling as per the mutually agreed
repayment terms. The liquidity crunch is affecting the Company's operation with increasing
severity. The Secured lenders have recalled the various facilities, initiated recovery
suits in the Debt Recovery Tribunals as well as filing a winding up petition with the
National Company Law Tribunal, Mumbai bench under the Insolvency and Bankruptcy code. It
only increased further in the quarter. The facilities of the Company with the Secured
lenders are presently marked as NPA since June 2017. The liquidity crunch has resulted in
several winding up petitions being filed against the Company by various stakeholders for
recovery of the debts which the Company has been settling as per the mutually agreed
repayment terms.
Revival Plan
Pursuant to the execution of the ICA the lenders appointed M/s Deloitte
Touche Tohmatsu India LLP as Process Advisory (PA) in the resolution process of the
Company. Subsequent to the abovementioned appointment the representatives of Deloitte
attended one of the Joint Lenders Meeting held on 13th January, 2020, wherein the plans
regarding the way forward on the resolution process were presented. Subsequently on the
recommendation by Deloitte the Company signed an engagement letter with Duff and Phelps
(D&P) to carry out the valuation of the Company and estimation on the recoverability
of arbitration claims of the Company and on such terms and conditions as directed by IDBI
Bank.
In furtherance to the execution of the ICA, the Company submitted a
draft resolution plan to the consortium of lenders. Pursuant to the submission of the
resolution plan, Seven lenders including the lead monitoring institution provided their
in-principle sanction to the company. Due to delay in approval of resolution plan by other
Bankers the fund through which Everstone (Investor) was intended to invest was closed.
Due to time constraint, Gammon has proposed an alternate investor with
the same terms and conditions for the revival of the Company which is accepted by the
Bankers. The lenders discussed the above matter at the Joint Lenders meeting dated 5th
March 2022. The top Management of few lenders were not in agreement for the time period
proposed in the resolution Plan. As a result, resolution plan remains unconcluded. In the
meantime, some of the lenders assigned their debt to Asset reconstruction companies along
with security. More than 50% of the debt has been assigned to Asset reconstruction
companies by the lenders. The Company is negotiating with other lenders/ Bankers & ARC
for reaching out for a resolution. The Company is presently pursuing remaining banks for
one-time settlement. The management is hopeful of obtaining settlement from rest of the
banks. This is being done on the basis of a potential investor. The Company expects the
remaining bankers to follow suit on similar lines. The Company has had positive
discussions with the ARC companies and is hopeful of a resolution fructifying with them.
OVERSEAS SUBSIDIARIES
Sofinter Group, Italy Established in 1979, Group Sofinter, Italy
comprises four principal Companies viz. Sofinter S.p.A., A.C. Boilers S.p.A (formerly
AnsaldoCaldaie S.p.A), Europower SpA, ITEA SpA. The Group is engaged in the manufacture/
EPC of packaged industrial boilers/utility/ power generation boilers respectively,
catering to the oil and gas industry, industrial manufacturing and power utility plants
worldwide. The Group has modern manufacturing facilities in Italy, Romania and India and a
dedicated R&D facility in Italy.
Sofinter SpA Sofinter SpA, the holding company of the Group
Sofinter, also has Macchi as the main manufacturing division. Macchi is a world leader and
original equipment manufacturer of packaged industrial boilers and Heat Recovery Steam
Generators with applications in Oil and Gas refineries, petro chemical plants, industrial
manufacturing units and co-generation plants. Till date Macchi has over 1,000 units
installed world-wide to its credit which is backed by a strong after sales service unit to
cater to their needs.
AC Boilers S.p.A., is the market leader in design, supply,
manufacturing and installation of utility power boilers and original equipment
manufacturer of HRSGs upto 260 MWe for CCP plants. With 150 years of experience in steam
generation and burner technology field, the company has an installed base of over 80,000
MWe and 1,000 units. It also provides rehabilitation, fuel conversion and after-sales
services for existing boilers, with a strong foothold in Egypt (ACBE - 98%) and India
(Ansaldo Caldaie Boilers, India - 26%). The Advance Combustion Research Centre of the
company offers specialized services to customers, even as its products are qualified for
Super Critical Applications.
Europower S.p.A, is active in EPC of waste-to-energy turnkey
plants, including CHP for refinery, petrochemical and chemical industry, CCPP for power
plants, district heating and cooling plants. It is also engaged in operations and
maintenance of power and industrial plants.
ITEA S.p.A Established in 2002, ITEA is the R&D division
dedicated to development and patenting of zero-emission Isotherm PWR Flameless Oxy-
combustion technology (Isotherm PWR*) to be used in industrial and utility Power Plants.
The flameless pressured oxy-combustion technology uses high temperatures, oxygen-enriched
air and pressurization in an innovative manner to meet future environmental challenges in
energy and waste segments. Industrial waste treatment, municipal solid urban waste and
low-grade coal are other applications of the cost-effective clean technology.
ITEA S.p.A is set to commercially roll out this technology in select
applications in the coming years. Group Sofinters' Consolidated Financial Statements
include the financial statements of Sofinter S.p.A (the parent of the companies over which
it exercises control directly or indirectly, from the date on which control was acquired
upto the date on which it ceases. Operations in 2025 were largely dominated by Macchi
since the market for new orders for AC Boilers remained difficult due to external
factors.Execution of Macchi units was robust and exceeded the budget but Projects of AC
Boilers continued to lag impacting timely execution and resulting in cost overruns.The
consolidated revenues of the Group were Euro252 Million resulting in a consolidated loss
of Euro 7.5Million.Due to continuing losses the net worth of the Group has eroded by over
two-thirds thereby mandating further immediate infusion of equity capital under Article
2446 of the Italian Civil Code from the exising shareholders or by infusion from external
sources.
The shareholders of Sofinter resolved to offer the required amount of
approximately Euro 14 million between themselves in proportion to their respective
holdings and in the event Gammon could not contribute to the same,the majority shareholder
Nova Energy undertook to make good the shortfall of Gammon.With this action,the Group
could finalise and implement the composition with the creditors and also sign the long
term agreement with the Italian Banks.
The full closing of the capital restructuring exercise under Article
2446 of the Italian Civil Code and approval,as a going concern,of the Interim Financial
Statements upto 31st March 2026 of Sofinter was concluded on July 15th,2026.Nova
Energy has already paid its share of capital increase to Sofinter. The company is in
discussion with ICICI Bank & Exim for the possibility of Investment by Gammon since
they are the original lenders to SPV companies of Gammon India Limited namely Gammon
International BV and Gammon Holdings (Mauritius) Limited who are in tern shareholders of
Sofinter S.p.A. In case Gammon opts out of the payment, Nova Energy will pay the same and
Gammon's shareholding in Sofinter will drop from 10% to 8.33% at a valuation carried out
by the Board of Sofinter from a third party of approximately Euro 66 million.
Should dilution of Gammon take place, it will not result in any
dilution of its rights under the existing Shareholders Agreement with Nova.
Franco Tosi Meccanica S.p.A. (In Extraordinary Administration): As
pointed out in previous years, with the transfer of the operational assets in all respects
having been completed to Bruno Presezzi S.p.A, the Commissioner has started the second
phase of disposing of the non-core assets of the Company. These primarily comprise of
approx 60 acres of land in Legnano, Milan, buildings and some equipment within. Even
piece-meal sale of the land is proving to be a challenge in light of continuing
limitations in the Italian economy in general. During the year 2023,the Commissioner for
Liquidation of FTM obtained from the local civic authority in charge of land, a change in
the end usage of this land possibly to improve its overall sale potential and price. The
impact of the same will be known in the coming years. Meanwhile creditors in order of
ranking and their dues continue to be negotiated by the administrator and are paid off to
the extent of amounts received from the disposal of the assets as and when these
materialize. This process of creditor pay-outs will continue till such time all the land
is sold in the coming years.
Campo Puma Oriente S.A.(Puma Oil Block): The Puma Oil Block is
located in Ecuador's Oriente Basin in the Orellana Province east of Quito with an area of
162 square Kms. The Block was part of the second international marginal field bidding
round and the contract was signed in March 2008 for a 20 year term with Consorcio Pegaso
comprising two Companies, namely Campo Puma Oriente S.A. (CPO) with 90% share and Joshi
Technologies Inc. with the balance 10%. Gammon India Limited has a 73.80% share in CPO
corresponding to 66.40% share in Consorcio Pegaso. Initially, the contract was production
sharing, but in February, 2011, it was changed to a service contract for an 18 year term.
The remaining oil recovery from the existing Puma field is approximately 14.3 million
barrels, excluding probable and possible reserves. There are 11 operational wells in the
Puma Block. However, as reported in the previous years, the field remains closed as all
wells continue to be capped due to the inability to perform much needed interventions
including water injections, artificial lift etc. as also additional CAPEX. In the absence
of executing these procedures due to the impossibility to fund the same on account of the
on-going restructuring being undertaken in Gammon there has been no progress in this
direction prompting the Ministry of Hydrocarbons, Ecuador to invoke various stringent
provisions under the Contract citing breaches and seeking termination.
2. Dividend:
In view of the losses the Board of Directors do not recommend any
dividend on the Equity Shares of the Company for the Financial Year ended 31st
March, 2026.
3. Reserves:
No amount was transferred to Reserves for the Financial Year ended 31st
March, 2026.
4. Finance:
During the year under review the Company did not raise any capital from
the capital markets either by way of issue of equity shares, ADR/ GDR or any debt by way
of Debentures.
The standalone residual CDR Principal debt of Rs. 5447.09 crores
(amount as on 31st March 2026) (including an amount of Rs. 1393.19 crores pertaining to
recalled facility of the SPV's) has become a Non-Performing Asset with the lenders as on
30th June, 2017.
5. Debentures:
As on 31st March, 2026 the Company had an outstanding
principal balance of NCD's amounting to Rs. 287,95,87,705 Also the FITL outstanding on the
NCD's was Rs. 45,36,063 which makes the total principal outstanding to Rs.288,41,23,768.
The said debentures. The said debentures and interest thereon continue to remain unpaid
for more than a year. Repayment of debentures is also part of the settlement proposal as
mentioned above, subject to the approval of the lenders to the proposal.
6. Public Deposits:
The Company has no fixed deposits under Chapter V of the Companies Act,
2013, and did not accept any further deposits during the Financial Year 2025-26.
7. Transfer of Unclaimed Dividend and Unclaimed Equity Shares to
Investor Education and Protection Fund:
The Company did not pay any amount as dividend since the financial year
2012-13 onwards. Hence there is no pending dividend on shares which are outstanding to be
transferred to IEPF authorities pursuant to the provisions of Section 124 of the Companies
Act, 2013.
8. Material Changes and Commitments, if any, affecting the Financial
Position of the Company which have occurred between the end of the Financial Year of the
Company to which the Financial Statements relates and the date of the Report:
There has been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the Financial
Year of the Company to which the Financial Statements relate and the date of the Report.
9. Change in Nature of Business:
There has been no change in the nature of business as the Company
continues to carry on its retained Civil EPC business.
10. Details of significant and material orders passed by the regulators
or Courts or Tribunals impacting the going concern status and Company's operations in
future:
- NCLT matters:
The Company's operations have been affected in the last few years by
various factors including liquidity crunch, unavailability of resources on timely basis,
delays in execution of projects, delays in land acquisition, operational issues etc. The
Company's overseas operations are characterized due to weak order booking, paucity of
working capital and uncertain business environment. Also the Company's current liabilities
exceed the current assets by Rs. 12701.41 Crore as at March 31, 2026. The facilities of
the Company with the CDR lenders have been presently marked as NPA since June 2017. The
liquidity crunch has resulted in several winding-up petitions being filed against the
Company by various stakeholders for recovery of the debts which the Company has been
settling as per the mutually agreed repayment terms. The liquidity crunch is affecting the
Company's operation with increasing severity. The CDR lenders have recalled the various
facilities, initiated recovery suits in the Debt Recovery Tribunals as well as filing a
winding up petition with the National Company Law Tribunal, Mumbai bench under the
Insolvency and Bankruptcy code.
The Company has been making every effort in settling the outstanding
CDR dues.
There are many cases against the Company pending before the Hon'ble
National Company Law Tribunal (NCLT), Mumbai Bench as on 31st March, , 2026 out
of which certain cases were dismissed.
- Delisting Shares by Bombay Stock Exchange (BSE) and National Stock
Exchange (NSE):
i. Due to certain non-compliance, BSE had compulsorily delisted the
shares of the company w.e.f 08.05.2024 and NSE vide 10.05.2024.
ii. Aggrieved by the said order, company had appeal before Securities
Appellate Tribunal, Mumbai vide Appeal No.462 and 463 of 2024 against BSE and NSE
respectively.
iii. Honorable Securities Appellate Tribunal Appellate vide Order dated
8th May 2025 has directed BSE and vide Order dated 19th February, 2026 to relist the
Company after regularization of pending compliances.
iv. Company has completed all the compliances of BSE and is in the
process to complete the compliances with NSE.
v. BSE and NSE has changed the status of the company from Delisted to
suspended. They will relist the company once their procedural part is completed.
11. Directors' Responsibility Statement:
Pursuant to Section 134 (5) of the Companies Act, 2013 ("the
Act"), we hereby state that:
i) In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to material
departures, if any;
ii) The Directors have 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 as at 31st
March, 2026 and its loss for the year ended on that date;
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting frauds and
other irregularities
iv) The Directors have prepared the Annual Accounts for the year ended
31st March, 2026 on a going concern basis;
v) The Directors have laid down internal financial controls which are
followed by the Company and that such internal financial controls are adequate and are
operating effectively;
vi) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
12. Annual Return:
The Annual Return as per the provisions of Section 92(3) and Section
134 of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, is available on the Company's website i.e. www.gammonindia.
com.
13. Subsidiary / Associates and Joint Venture Companies:
The Company had 19 subsidiaries including step-down subsidiaries, 5
Joint venture companies as on 3131 March, 2026. As on 31st March
2026, Metropolitan Infrahousing Private Limited, subsidiary of the Company was a
material subsidiary.
14. Consolidated Financial Statements/Subsidiary Companies:
The Company, its Subsidiaries, Associates and Joint Ventures have
adopted Ind-AS pursuant to the Ministry of Corporate Affairs notification, notifying the
Companies (Indian Accounting Standard) Rules, 2015 under Section 133 of the Companies Act,
2013.
Your Company has prepared Ind AS Financials for the year ended 31st
March, 2026 along with comparable as on 31st March, 2025 on a Standalone and
Consolidated basis, which form part of this Annual Report.
As required under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Consolidated Financial Statements of the Company, its
subsidiaries and associates form part of this Annual Report. A Statement containing the
salient features of the financial statements of the subsidiary companies and its
associates is attached to the said Financial Statements in Form AOC-1 (Annexure A).
The said Financial Statements and detailed information of the
subsidiary and associate companies shall be made available by the Company to the
shareholders on request. These Financial Statements will also be kept open for inspection
by any member at the Registered Office of the Company and the subsidiary and associate
companies.
Pursuant to Section 136 of the Companies Act, 2013, the Financial
Statements of the Company, Consolidated Financial Statements along with all relevant
documents and separate audited accounts in respect of the subsidiaries and associates are
available on the Company's website viz. www.gammonindia.com.
15. Directors/Key Managerial Personnel:
During the year under review the following changes took place in the
Board composition;
0 Mrs. Lily Bhushan (DIN: 10984447) has been regularized as a director
under category of Non-executive Independent Women Director w.e.f. 25.03.2025 at the Annual
General Meeting.
0 Mr. Ramchandra Balkrishna Bhatkar (DIN: 00310037) has resigned w.e.f.
18.04.2025 due to personal reasons and preoccupations.
0 Mr. Vishwas Madhusudan Joglekar (DIN: 11145778) has been regularized
as an Director under category of Non-executive Independent Director w.e.f. 02.08.2025 at
the Annual General Meeting.
0 Mr. Sandeep Sheth, (DIN: 08781589) ceased to be Executive Director of
the company on completion of his tenure of term of three years commencing from 10.08.2022
to 09.08.2025.
0 Mr. Dakshinamurty Vemparla (DIN: 00644561) was appointed as Director
on 24th October, 2025 and was regularized in Annual General meeting w.e.f.
24.10.2025.
0 Mr. Ashok Bhikamchand Bhutada (DIN: 11148373) has been regularized as
Director under category of Non-executive Independent Director w.e.f. 21.11.2025 at the
Annual General Meeting.
0 Ms. Hemali Natvarlal Patel was appointed as the Company Secretary of
the Company w.e.f. 11th June, 2025 in place of Mr. Nirav Shah who resigned as
the Company Secretary of the Company w.e.f. 31st May, 2024.
Further, Ms. Hemali Patel resigned from the post of Company Secretary
of the Company w.e.f. 16.06.2025 for better prospects. 0 Ms. Roshni Kapshiwal was
appointed as the Company Secretary of the Company w.e.f. 5th December, 2025 in
place of Ms. Hemali Patel.
Changes that took place after the end of Financial Year:
0 Mr. Kashi Nath Chatterjee (DIN: 09160384) ceased to be Independent
Director of the company on completion of his tenure of term of five years commencing from
03.05.2021 to 02.05.2026.
0 Mr. Ajay Bhatnagar (DIN: 02922422) was appointed as an Additional
Director under category of Non-executive Independent Director w.e.f. 30.05.2026 subject to
regularization by the member of the company at the ensuing Annual General Meeting.
16. Auditors:
(A) Statutory Auditors:
In compliance with the provisions of Section 139 of the Companies Act,
2013, the shareholders in the 100th Annual General Meeting appointed M/s. For N V C &
Associates LLP, Chartered Accountants (Firm Registration No. 106971W/ W101085) as the
Statutory Auditors of the Company for a period of 5 (Five) years from the conclusion of
the 100th Annual General Meeting until the conclusion of the 105th Annual General Meeting.
(B) Cost Auditor:
The Company maintains adequate cost records as required under the
provisions of Section 148 of the Companies Act, 2013.
In accordance with the provisions of Section 148 of the Companies Act,
2013 the Board in its meeting held on 19th September, 2025 has appointed Mr.
Pradip Damania as the Cost Auditor of the Company for the financial year - 2025-26 on a
remuneration of Rs.70,000 excluding out of pocket expenses and tax. In terms of the
provisions of Section 148(3) ofthe Companies Act, 2013 read with Rule 14(a)(ii) of the
Companies (Audit and Auditors) Rules, 2014.
(C) Secretarial Auditor and Audit Observations and Board's comments
thereon;
M/s. Pramod Shah & Associates, Practicing Company Secretaries were
appointed as the Secretarial Auditors of the Company, to conduct the Secretarial Audit of
the Company for the Financial Year ended 31st March, 2026 pursuant to the
provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time. The
Secretarial Auditor's Report is annexed to this report as "Annexure B".
The auditors have qualified the report with the following observations:
Qualification:
The Company has delayed in filing, e-forms with the Registrar of
Companies (ROC) during the financial year 2025-26, as mandated under the provisions of the
Companies Act, 2013 and the Companies (Registration Offices and Fees) Rules, 2014.
Boards Explanation:
During the financial year, the Company experienced a vacancy in the
office of the Company Secretary from 16th June, 2025 to 5th December, 2025. Owing to the
interim absence of Key Compliance Personnel, the statutory timelines for filing two Form
MGT-14s were inadvertently missed, resulting in a delay of 36 days and 52 days
respectively. The Company has since regularized this filing upon the appointment of a new
Company Secretary, and necessary internal controls have been strengthened to ensure timely
statutory compliance going forward.
Qualification:
Disqualification of directors as per section 164(2)(b) of the Companies
Act 2013, for as the company failed to redeem debentures on the due date and such failure
continues for one year or more.
Boards Explanation:
Company is NPA and has been in Active discussion with all the lenders
for the resolution of debts.
Qualification:
The Company has delayed in adoption, approval and submission of the
annual audited financial results for 31st March 2025, as required under Regulation 33 of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Boards Explanation:
There was no Company Secretary in that period and Company was trying to
complete all compliances but even after efforts, some compliance got delayed including
approval of Financials for year ended 31st March, 2025 and it's submission of Financial
Statement. Company later complied to all provisions at the earliest as possible.
Qualification:
The Directors' Report of the Company for the period under review did
not contain the disclosure relating to compliance with the provisions pertaining to the
Maternity Benefit Act, 1961. The disclosure was required pursuant to Section 134 of the
Companies Act, 2013 read with Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014.
Boards Explanation:
This was amendment in Rule 8(5) of the Companies (Accounts) Rules,
2014, and as there was no Company Secretary in that period, Company inadvertently missed
this disclosure.
Qualification:
The company had received order for Compulsory Delisting from BSE Under
the Securities and Exchange Board of India (Delisting Of Equity Shares) Regulations, 2009,
Securities Contracts (Regulation) Act, 1956 R/W Securities Contracts (Regulation) Rules,
1957 And Rules, Bye-Laws And Regulations of BSE Ltd on January 05, 2024
However, the company was compulsorily delisted by the Bombay Stock
Exchange (BSE). Subsequently, the company filed an appeal with the Hon'ble Securities
Appellate Tribunal (SAT) seeking revocation of the delisting order. As per the SAT order,
BSE was directed to provide the company with a list of non-compliances and grant a period
of four weeks to comply with all outstanding compliance obligations.
In accordance with the said SAT order, the company has completed the
necessary compliances for the financial year 2024-25 by wide Email Dated 11th
June 2025 and 2nd August 2025.
Based on the records and documents provided, the company has complied
with the directives of SAT and rectified the outstanding compliances within the stipulated
time given by the SAT through Official mail of the company as the portal was blocked by
the Stock Exchange."
Boards Explanation:
The Company, upon receipt of the SAT Order and obtaining the BSE login
credentials, has duly completed all pending secretarial compliances.
17. Annual Secretarial Compliance Report:
Pursuant to the provisions of Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 s "Every listed entity
shall submit a secretarial compliance report in such form as specified, to stock
exchanges, within sixty days from end of each financial year"
Accordingly, M/s. Pramod Shah & Associates, Practicing Company
Secretaries were appointed to conduct an Annual Secretarial Compliance audit for the
financial year ended 31st March, 2026 and thereafter provide their observations and report
thereon. The same is annexed as "Annexure C"
Below are the auditors' qualifications along with Board's clarification
thereon:
| Particulars |
Compliance Status (Yes / No / Na) |
Observations/Remarks By Practicing
Company Secretary |
| 1 Secretarial Standards: |
Yes |
NIL |
| The compliances of the listed entity are in accordance with
the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries
India (ICSI) |
|
|
| Adoption and timely updation of the Policies: |
Yes |
NIL |
| 2 • All applicable policies under SEBI Regulations are
adopted with the approval of Board of Directors of the listed entities |
|
|
| • All the policies are in conformity with SEBI
Regulations and have been reviewed and updated on time as per the regulations/ circulars/
guidelines issued by SEBI |
|
|
| 3 Maintenance and disclosures on Website: |
Yes |
NIL |
| • The Listed entity is maintaining a functional website. |
|
|
| • Timely dissemination of the documents/ information
under a separate section on the website. |
|
|
| • Web-links provided in annual corporate governance
reports under Regulation 27(2) are accurate and specific which re-directs to the relevant
document(s)/ section of the website. |
|
|
| 4 Disaualification of Director: |
Yes |
It has been observed that the Company has defaulted in the
repayment of amounts due to the holders of Non-Convertible Debentures (NCDs) for a
continuous period exceeding one year. |
| • None of the Director of the Company are disqualified
under Section 164 of Companies Act, 2013 |
|
|
|
|
In view of the continuing default in redemption of
Non-Convertible Debentures, the directors who were associated with the Company during the
period of such default are disqualified from being re-appointed in the Company or
appointed in any other company for a period of five years from the date of default, in
terms of the above provision the following directors are disqualified under Section
164(2)(b): |
|
|
1. KASHI NATH CHATTERJEE (DIN: 09160384) |
|
|
2. LILY BHUSHAN (DIN: 10984447) |
|
|
3. MAHENDRA UJAMSHI SHAH (DIN: 05359127) |
|
|
4. VISHWAS MADHUSUDAN JOGLEKAR (DIN: 11145778) |
| 5 Details related to Subsidiaries of listed entities have
been examined w.r.t.: |
Yes |
Based on the review of documents and information provided, it
is noted that Gammon India Limited has one or more material subsidiaries, Details of the
same giver herewith. |
| (a) Identification of material subsidiary companies |
|
|
| (b) Disclosure requirement of material as well as other
subsidiaries |
|
|
|
|
1. Metropolitan Infrahousing Private Limited |
| 6 Preservation of Documents: |
Yes |
NIL |
| The listed entity is preserving and maintaining records as
prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of
Documents and Archival policy prescribed under SEBI LODR Regulations, 2015. |
|
|
| 7 Performance Evaluation: |
Yes |
NIL |
| The listed entity has conducted performance evaluation of the
Board, Independent Directors and the Committees at the start of every financial
year/during the financial year as prescribed in SEBI Regulations. |
|
|
| 8 Related Party Transactions: |
Yes |
NIL |
| a) The listed entity has obtained prior approval of Audit
Committee for all Related party transactions. |
|
|
| b) In case no prior approval obtained, the listed entity
shall provide detailed reasons along with confirmation whether the transactions were
subsequently approved / ratified /rejected by the Audit committee. |
|
|
| 9 Disclosure of events or information: |
Yes |
NIL |
| The listed entity has provided all the required disclosure(s)
under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time
limits prescribed thereunder. |
|
|
| 10 Prohibition of Insider Trading: |
Yes |
NIL |
| The listed entity is in compliance with Regulation 3(5) &
3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015 |
|
|
| 11 Actions taken by SEBI or Stock Exchange(s), if any: |
NA |
NIL |
| No Actions have been taken against the listed entity/ its
promoters/directors/ subsidiaries either by SEBI or by Stock Exchanges (including under
the Standard Operating Procedures issued by SEBI through various circulars) under SEBI
Regulations and circulars/ guidelines issued thereunder |
|
|
| 12 Resignation of statutory auditors from the listed
entity or its material subsidiaries: |
NA |
NIL |
| In case of resignation of statutory auditor from the listed
entity or any of its material subsidiaries during the financial year, the listed entity
and / or its material subsidiary(ies) has / have complied with paragraph 6.1 and 6.2 of
section V-D of chapter V of the Master Circular on compliance with the provisions of the
LODR Regulations by listed entities. |
|
|
| 13 Additional non-compliances, if any: |
NA |
1. The Audited Financial Statements for the financial
year ended March 31, 2025 were approved/adopted by the Board of Directors of the Company
at its meeting held on August 02, 2025. Accordingly, there was a delay in approval and
submission of the annual audited financial results under Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. |
| No additional non-compliance observed for all SEBI
regulation/ circular/guidance note etc |
|
|
Board's clarification on above observation:
During the financial year, the Company experienced a vacancy in the
office of the Company Secretary from 16th June, 2025 to 5th December, 2025. Owing to the
interim absence of Key Compliance Personnel, the statutory timelines for filing two Form
MGT-14s were inadvertently missed, resulting in a delay of 36 days and 52 days
respectively. The Company has since regularized this filing upon the appointment of a new
Company Secretary, and necessary internal controls have been strengthened to ensure timely
statutory compliance going forward.
18. Corporate Governance Report and Management Discussion &
Analysis:
A Report on Corporate Governance for the year ended 31st March, 2026,
together with certificate from M/s. Mayur M. Kupwade & Associates, Practicing Company
Secretary regarding compliance of conditions of Corporate Governance as stipulated under
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of
the Annual Report.
19. Boards' explanation on statutory auditors' qualification on
financial statements:
The Board's explanation on the Statutory Auditor's qualifications and
remarks in their Audit Report both on the Standalone and Consolidated Financial Statements
is annexed to this report as "Annexure D".
Members' attention is drawn to "Emphasis of Matter" stated in
the Auditor's Report dated 30th May, 2026 on the Standalone Financial Statements and in
the Auditor's Report dated 30th May, 2026 on the Consolidated Financial Statements of the
Company for the year ended 31st March, 2025. The Directors would like to state that the
said matters are for the attention of members only and have been explained in detail in
the relevant notes to accounts as stated therein and hence require no separate
clarification.
20. Declaration by Independent Directors:
The Independent Directors have furnished declaration in accordance with
the provisions of Section 149(7) of the Companies Act, 2013 that they meet the criteria of
independence as provided under Section 149(6) and the same has been taken on record by the
Board.
21. Nomination and Remuneration Policy:
The Nomination and Remuneration Committee of the Company formulated a
Nomination and Remuneration Policy in terms of Section 178(3) of the Companies Act, 2013
and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015 laying down inter-alia, the criteria for appointment and payment of
remuneration to Directors, Key Managerial Personnel and Senior Employees of the Company
the same was adopted by the Board and is annexed to this Report as "Annexure
E".
22. Committees of the Board:
The Board has appointed mandatory as well as non-mandatory Committees
with specific powers in specific areas with delegated authority. The following Committees
of the Board have been formed which function in accordance with the powers delegated to
them:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
The aforementioned committees have been reconstituted. Details of the
composition of each of the committees, number of meetings held and all other relevant
details, has been given in the Corporate Governance Report, which forms a part of Annual
Report.
23. Familiarization Programme for Independent Directors:
The Company has in place a system to familiarize its Independent
Directors with the operations of the Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company operates, business model of the
Company, etc. All the Independent Directors were updated about the ongoing events and
developments relating to the Company from time to time either through presentation at
board or committee meetings. The Independent Directors also have access to any information
relating to the Company, whenever requested to do so. In addition, presentations are made
to the Board and its committees where Independent Directors get an opportunity to interact
with members of the senior management. The Independent Directors also have interaction
with the Statutory Auditors, Internal Auditors, and External Advisors, if any, appointed
by the Company at the meetings.
Further there were separate meetings of the Independent Directors held
to update them about various ongoing matters viz., Projects of the company, the ongoing
arbitration matters etc.
24. Meetings of the Board:
During the Financial Year under review, the Board of Directors of your
Company met 6 (Six) times, i.e. on 11th June, 2025, 02nd August,
2025, 19th September, 2025, 24th October, 2025, 14th
November, 2025, 13th February, 2026.
25. Audit Committee:
The Audit Committee has been formed in compliance with the provisions
of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015.
During the financial year Financial Year the Audit Committee met 5
(Five) times, i.e. 11th June, 2025, 02nd August, 2025, 19th September, 2025, 14th
November, 2025, 13th February, 2026.
The Audit Committee consists of the following members viz.- Mr.
Mahendra Shah, Mr. Dakshinamurty Vemparal, Mr. Ashok Bhutada and Mr. Kashinath Chatterjee
- Independent Directors (Ceased to be member as on 2nd May, 2025).
26. Vigil Mechanism / Whistle Blower Policy:
A vigil mechanism as per the provisions of Section 177 of the Act and
Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015
has been established by adoption of "Whistle Blower Policy" for Directors and
Employees to report to the management about suspected or actual frauds, unethical behavior
or violation of the Company's code. The Whistle Blower Policy is uploaded on the company's
website at www.gammonindia.com under the Investors Section.
27. Particulars of Loans, Guarantees or Investments:
Details of loans, guarantees and investments are given in the Notes to
the Standalone Financial Statements, forming a part of this Annual Report.
28. Particulars of Contracts/Arrangements with Related Parties:
All contracts/arrangements/transactions entered into by the Company
during the Financial Year ended 31st March, 2026 with the Related Parties were in the
ordinary course of business and at arm's length basis.
All such Related Party Transactions, were placed before the Audit
Committee and also the Board for its approval/noting, wherever required. No omnibus
approvals were taken during the period under review.
The Company has framed a policy on Related Party Transactions for the
purpose of identification and monitoring of such transactions. Details of Related Party
Transactions entered into by the Company are more particularly given in the Notes to the
Standalone Financial Statements. The policy on the Related Party Transactions as approved
by the Board is hosted on the Company's website i.e. www.gammonindia.com
During the Financial Year, there were no Related Party Transactions of
the Company with its Directors and Key Managerial Personnel or their relatives, its
holding, subsidiary or associate companies as prescribed under Section 188 of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and which were required to be reported in Form AOC-2 and therefore the
Company is not required to report any transaction under the prescribed Form AOC-2 and the
same does not form a part of this report.
None of the Directors/ KMPs or their relatives has any pecuniary
relationships or transactions vis-a-vis the Company, other than their remuneration and
their shareholding, if any, in the Company.
29. Board Evaluation:
Pursuant to the provisions of Section 149 of the Companies Act, 2013
read with Schedule IV and Regulation 17 and 25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Independent Directors evaluated the
performance of the Executive Director, each Board member evaluated the performance of the
Board as a whole, each Board Committee member evaluated the performance of the Board
Committees and Independent Directors evaluated the performance of the other Non-Executive
and Non-Independent Directors. Independent Directors were also evaluated by Board members
on the functioning, participation and contribution made by each Independent Director to
the Board and Committee processes. A Report of the evaluation has been forwarded to the
Nomination and Remuneration Committee to maintain confidentiality of the Report and to
improve the Board dynamics, and enhancing Board's overall performance in the challenging
environment.
30. Governance, Risk, and Policy:
The Company is committed to maintaining high standards of governance,
effective risk management, and robust internal policies to support sustainable business
operations. A structured framework is in place to identify, assess, monitor, and mitigate
key business risks, while ensuring compliance with applicable laws, regulations, and
internal policies. The Board periodically reviews the governance framework and risk
management practices to strengthen operational resilience, safeguard stakeholder
interests, and support the Company's strategic objectives.
31. Corporate Social Responsibility (CSR)
The Company has incurred losses and accordingly, the provisions of
Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR),
including the requirement to constitute a CSR Committee and incur CSR expenditure, were
not applicable to the Company.
32. Risk Management Policy:
The Company is exposed to inherent uncertainties owing to the sector in
which it operates. A key factor in determining a Company's capacity to create sustainable
value is the ability and willingness of the Company to take risks and manage them
effectively and efficiently. In order to evaluate, identify and mitigate these business
risks, the Company's risk management framework embodies the management's approach and the
initiatives taken to mitigate business and industry risks and redefining processes to
create transparency, and thereby minimize the adverse impact on the business objectives
and enhance the Company's competitive advantage. Further details of the same are set out
in the MDA which forms a part of this Annual Report.
33. Internal Financial Controls:
The Company has devised and implemented internal control systems as are
required in its business processes. The internal controls have been designed to provide
assurance with regard to recording and providing reliable financial and operational
information, complying with the applicable statutes, safeguarding assets, executing
transactions with proper authorization and ensuring compliance with corporate policies.
However its implementation and effectiveness in certain areas are
affected due to manpower and liquidity issues.
34. Particulars of Frauds, if any reported under Sub-Section (12) of
Section 143 other than those which are reportable to the Central Government:
No frauds has been reported under sub-section (12) of Section 143 of
the Companies Act, 2013.
35. Particulars of Employees -
Information required pursuant to Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year under
review is enclosed as "Annexure F" to this Report.
36. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings & Outgo:
Pursuant to the provisions of Section 134(3)(m) of the Companies Act,
2013 read with Companies (Accounts) Rules, 2014 the information on conservation of energy,
technology absorption and foreign exchange earnings and outgo is enclosed as "Annexure
G" to this report.
37. Prevention of Sexual Harassment of Women at Workplace:
During the year under review, no complaints were received with regard
to Sexual Harassment under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
38. Compliance with the provisions relating to the Maternity Benefit
Act, 1961 and the Maternity Benefit (Amendment) Act, 2017:
The Company has complied with the provisions of the Maternity Benefit
Act, 1961 and the Maternity Benefit (Amendment) Act, 2017, to the extent applicable during
the financial year 2025-26.
39. Acknowledgement:
The Board thanks all its valued customers and various Central and State
Governments as well as other Stakeholders connected with the business of the Company
including Contractors and Consultants and also Banks, Financial Institutions, Shareholders
and Employees of the Company for their continued support and encouragement.
|