Mar 31, 2015
Dear Shareholders,
The Directors have pleasure in submitting the 22nd Annual Report
together with the Audited Accounts for the financial year ended 31st
March, 2015.
(Rs. in Lacs)
Particulars Year ended Year ended
31.03.2015 31.03.2014
Gross Turnover 3057.31 6937.61
EBIDTA -922.18 -1461.74
Profit After Tax (PAT) -3243.69 -5024.41
Financial Analysis / Review FY 2014-15
FY 14-15 and FY 13-14 continue to be difficult years for capital goods
industry in India due to adverse factors which has shown no signs of
improvement in the past two years. Some of the key factors which are
responsible for this negative growth in the Industry are:
- Non implementation of policy initiatives by the Government leading to
delay in upcoming projects in the infrastructure specially oil and gas
and power sector.
- The power sector did not show any sign of comeback from the slowdown.
Although Government has re- allocated the coal blocks but the mining,
production and availability of the coal is yet to pick up.
- Increase in the prices of key raw materials and other inputs.
- Inadequate Bank Finance for implementation of projects.
With the Make-in-India initiative by the Government of India the
Company expects opportunities for growth in the manufacturing sector.
With the coal block re-allocation, mining and production, activities in
the power sector is likely to pick up in the near future. Stalled
projects held due to environment and financial reasons of tariff rates
and funding from lenders are likely to be revived. This would give a
boost to Company's turnover and profitability. The Company has
initiated various measures to increase the order book as well as to get
into more profitable segments:
Measures to Increase the Order Book:
- Focus on the Oil and Gas sector in the export markets, especially
Middle East where good opportunities exists for the Company.
- Company has established itself as EPC Company and executing orders
for Nuclear Power Project. Company will explore opportunities in
similar projects keeping focus on the Nuclear Power.
- Company is working to set up strategic alliance with potential
partners for widening the product range falling in core competence.
- To offer engineering & technical services in its core area to clients
within and outside the Country where there is good potential for
business in the new projects, revamp and performance enhancement of Air
Cooled Heat Exchanger and Air Cooled Vacuum Steam Condensers of various
existing projects executed by the Company and others.
- Continued marketing efforts for ACSC packages for higher megawatt
(300/660 MW) projects.
Measures to boost profitability:
- Increased focus on exports. During 2014-15, company bagged an export
order worth 2.5m USD from Oman.
- Increased focus on product lines like EPC, Balance of Plant & Process
skids to increase profitability.
- Standardize design to reduce inventory / procurement lead-time.
- Reduction / Rationalization of work force across locations.
- Reduction in Administration & selling expenses.
Accomplishments
- Company has bagged order from Al Hassan Engineering Company, Oman for
supply of Air Cooled Steam Condensers for Petroleum Development of Oman
(PDO) for pilot project for enhanced oil recovery from Oil wells. This
is the first of its kind and then will be taken up for all such wells
in Oman. This will open good opportunities for the Company.
- Successfully executed contract for Air Cooled Heat Exchangers with
Winterization Scheme for the first time for cooling of low pour point
fluids in the refinery. This is designed as per API 661 with Aluminum
Louvers developed in house by GEL
Export House Status
The Company continues its "Export House" status as recognized by the
Ministry of Commerce & Industry, Government of India.
Fixed Deposits
The Company has not accepted deposits from the public during the year
under review. There were no overdue deposits for repayment on the date
of this report.
Directors
Mr. Ajitha kumar Kandampully Appu and Mrs. Perizad Ghosh has resigned
from the Board of Directors w.e.f. 14 November 2014 and 16 April 2015.
The Directors place on record their appreciation of the valuable
services rendered by Mr. Ajitha kumar Kandampully Appu during their
tenure.
Mr. Pannalal Mundhra and Mr. Robinson Fernandez retire by rotation and
being eligible offer themselves for reappointment at the ensuing Annual
General Meeting.
GEI Power is also adversely affected by the difficult situation in the
new power plant segment. The Company is hopeful that a revival of the
power sector in the country will help it get significant orders and
increase capacity utilization in a big way.
As on date, the total manufacturing capacity of GEI and GEI Power is
approx. 2000-2500 MW of Air Cooled Vacuum Steam Condensers or
equivalent equipments. This does not include capacity available for Air
Cooled Heat Exchanger for Oil and Gas Sector.
In view of the general exemption granted by the Ministry of Corporate
Affairs, Government of India, under Section 129 of the Companies Act,
2013, the Audited Statements of Accounts, Directors' Report etc. of the
wholly owned subsidiary company - GEI Power Limited, are not annexed to
this report. However the same will be made available to members of the
Company on request and can also be inspected at the Registered Office
of the Company as well as the subsidiary. Pursuant to the condition of
the general exemption, a statement of the summarized financials of the
subsidiary is attached along with the Consolidated Financial
Statements. Pursuant to Accounting Standard AS-21 issued by the
Institute of Chartered Accountants of India, Consolidated Financial
Statements presented by the Company include the financial information
of its subsidiary.
Dividend
Due to inadequacy of profit, your Directors regret their inability to
recommend any dividend on Equity Shares for the financial year 2014-15.
Directors' Responsibility Statement
Pursuant to the requirement under Section 134 sub-section (3) clause
(c) of the Companies Act, 2013 with respect to the Directors'
responsibility statement, it is hereby confirmed that:
(i) In the preparation of the accounts for the financial year ended
31st March, 2015, the applicable accounting standards have been
followed along with proper explanation;
(ii) The Directors have selected such accounting policies and applied
them consistently and made judgment 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 loss of the
Company for the year;
(iii) The Directors have 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;
(iv)The Directors have prepared the accounts for the financial year
ended on 31st March, 2015 on a going concern basis.
(v) 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.
Conservation of Energy Technology Absorption and Foreign Exchange
Earnings and Outgo
Information in accordance with the provisions of Section 134 (1) (m) of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014
regarding conservation of energy, technology absorption and foreign
exchange earnings and "outgo is given in Annexure-A, forming part of
this report.
Particulars of Employees
Disclosure requirement in accordance with Section 134 of the Companies
Act, 2013 regarding salary particulars of employees is not applicable
as they are within the threshold limits.
Corporate Governance
As required under the Companies Act, 2013 and the Listing Agreement
with the Stock Exchanges, the Company adheres to the principles of
Corporate Governance and continues to focus on adopting the best
Corporate Governance practices. A detailed report duly certified by the
Practising Company Secretary forms part of this report.
Sectortrial Audit Report
As a measure of good Corporate Governance, Secretarial Audit of the
Company was conducted by CS Dhanraj Singh Thakur, Practicing Company
Secretary, and their report is attached. The Secretarial Auditor has
given their comments on the various statutory points about compliance
with the requirements of Companies Act, 2013, Listing Agreement with
the Stock Exchanges and other applicable laws.
The management reply on the qualifications given by the Secretarial
Auditor in his report is as follows:
- Company did not receive the data relating to Statement of Unclaimed
and Unpaid amounts of Dividend from the bank after so many reminders
therefore the Company has not filed Form INV-5.
- Due to unavailability of proper and efficient proposal for the post
of Company Secretary the company was unable to appoint the Company
Secretary in its previous Board meetings .However, the board decided to
review the proposals received along with some fresh applications so as
to fill the vacancy at its earliest and appoint the candidate as the
Company secretary of the company as per Section 203 of the Companies
Act, 2013, subject to the approval of all or majority of the Directors
in the forthcoming Board Meeting.
- After appointing Company Secretary in the forthcoming Board Meeting,
the Company Secretary will be appointed as the Compliance Officer of
the Company as per Clause 47(1) of the Listing Agreement.
- The Company in its Board Meeting held on 21st August, 2015 appointed
the Internal Auditor as per Section 38 of the Companies Act, 2013 and
Cost Auditor as per Section 148 of the Companies Act, 2013.
- The Company had complied with the provisions of Clause 31 of the
Listing Agreement and the Annual report for the year 2013-14 was filed
with a fine of Rs. 21,618/- to both of the Stock Exchanges, (NSE and
BSE).
- The Company has paid the Annual Listing fees to Bombay Stock Exchange
(BSE) and National Stock Exchange of India Limited (NSE) for the year
2014-15 on a later date.
- As the office of Compliance Officer remained vacant for the year the
Company was unable to comply with the provisions of SEBI (PIT)
Regulations, 1992 due to inadvertence. Now that the Company Secretary
will be appointed in the forth coming Board Meeting, we will ensure
future compliances.
Auditors
The members are requested to ratify the appointment of Auditors for the
period from the conclusion of the ensuing Annual General Meeting until
the conclusion of the next Annual General Meeting and to fix their
remuneration.
A.K. Khabya & Co., Chartered Accountants, the Statutory Auditors of
your Company, holds office until conclusion of the ensuing Annual
General Meeting and is eligible for reappointment.
The management reply on the qualifications given by the Statutory
Auditor in his report is as follows:
- Clause No (in (a) of Annexure to Audit Report - Relating to Physical
verification of inventor:-
Management Response: Verification of inventories has been carried out
by the management as well the Financial Institutions.
- Clause No (viii) (a) of Annexure to Audit Report - Relating to payment
to Statutory Dues:-
Management Response: The Company is facing cash flow pressure due to
losses during the past three years. The company proposes to clear all
statutory dues as soon as the cash flow position improves after the
bankers restructuring.
The Company continues to maintain the highest standards of health,
safety and environment. It emphasizes preventive philosophy in respect
of these matters and recognizes significance of creating awareness
through training & development on a continuous basis. Eliminating
potential risks in all the areas of operations is carried out with the
aim of total safety.
As a responsible corporate citizen, your Company believes in being
environment friendly that manifests in all the areas of its working and
operations. Not only its technology helps environment protection but
adopts the culture of sustainability in every sphere of its activities.
Industrial Relations:
During the year under review, industrial relations continued to remain
harmonious.
Acknowledgement
Your Directors take this opportunity to thank the Financial
Institutions, Banks, Central and State Government Authorities,
Regulatory Authorities, Stock Exchanges and Stakeholders for their
continued co-operation and support to the Company. Your Directors also
wish to record their appreciation for the committed services rendered
by the Executives, Staff and Workmen of the Company.
For and on behalf of the Board
C E Fernandes
Place:Bhopal Chairman & Managing Director
Date :21.08.2015
Mar 31, 2014
Dear Shareholders,
The Directors have pleasure in submitting the 21st Annual Report
together with the Audited Accounts for the financial year ended 31st
March, 2014.
(Rs.in Lacs)
Particulars Yearended Year ended
31.03.2014 31.03.2013
Gross Turnover 6937.61 16689.16
EBIDTA -1461.74 -1191.13
Profit After Tax (PAT) -5024.41 -4842.73
Financial Analysis / Review FY 2013-14
FY 13-14 and FY 12-13 have been two very difficult years for the
engineering and capital goods industry in India on account of adverse
factors such as:
* Overall Economic slowdown
* Lack of policy initiatives / clearances from the Government.
* Delay / deferment of projects, especially in the power sector;
consequent drying up of new orders.
* Frequent revisions in monetary policy/ interest rates by RBI.
* Increase in the prices of key raw materials and other inputs.
* Inadequate Bank Finance
As growth returns to the country''s manufacturing sector in general and
new power plants in particular, the Company''s operations are expected
to get a boost both in turnover and profitability. The Company has
initiated various measures to increase the order book as well as to get
into more profitable segments:
Measures to Increase the Order Book:
* More focus on the Oil and Gas sector, both in domestic and export
markets, especially Middle East and Far East. (Skid Assembly,
Compressor packages etc.).
* Continued emphasis on the equipment packages for nuclear power
projects.
* Explore a new market segment for ACSC - conversion of existing Water
Cooled Systems into Air Cooled Systems.
* Continued marketing efforts for ACSC packages for higher megawatt
(300/660 MW) projects.
Measures to boost profitability:
* Increased focus on exports. During 2013-14, exports touched about Rs.
1003.61 Lacs (Previous year Rs. 32.47 Lacs)
* Increased focus on product lines like EPC and Balance of Plant to
increase profitability
* Standardise design to reduce inventory / procurement lead-time.
* Buy or hedge maximum annual requirement when the prices are on the
softer side (subject to cost/benefit analysis on inventory holding).
* Reduction / Rationalisation of work force across locations.
* Reduction in Administration & selling expenses.
Accomplishments
Engineering, Procurement and Construction (EPC)
* Heavy water upgrading and waste management prototype has been very
successfully developed. Nuclear Power Corporation India Limited has
given go ahead for bulk manufacturing. This marks a technological
breakthrough for the Company.
* Exports increased to Rs. 10.03 Crores from Rs. 0.32 Crores in the
previous year. The Company has successfully executed compressor cooling
package system for an overseas customer in Dubai.
* Successfully executed contract for Air Cooled Heat Exchangers with
Super Duplex metallurgy for refinery project being set up by Indian Oil
Corporation at Paradip in Odisha. This is an import substitution
technology which has been developed in India for the first time.
Export House Status
The Company continues its "Export House" status as recognised by the
Ministry of Commerce & Industry, Government of India.
Fixed Deposits
The Company has not accepted deposits from the public during the year
under review. There were no overdue deposits for repayment on the date
of this report.
Directors
Mr. Nandkumar Kalath and Mr. Sudarshan Synghal resigned from the Board
of Directors w.e.f. 14 August 2013. Mr. Sanjeev Singhal resigned from
the Board of Directors w.e.f. 05 March 2014. Mr. Vijay Khanna and Mr.
S.C. Duggal resigned from the Board of Directors w.e.f. 19 April 2014.
The Directors place on record their appreciation of the valuable
services rendered by Mr. Nandkumar Kalath, Mr. Sudarshan Synghal, Mr.
Sanjeev Singhal, Mr. Vijay Khanna and Mr. S.C. Duggal during their
tenure.
Mr. C E Fernandes and Mr. Bernard John retire by rotation and being
eligible, offer themselves for reappointment at the ensuing Annual
General Meeting.
GE1 Power Limited (Wholly Owned Subsidiary Company)
GEI Power is also adversely affected by the difficult situation in the
new power plant segment. The Company is hopeful that a revival of the
power sector in the country will help it get significant orders and
increase capacity utilization in a big way.
As on date, the total manufacturing capacity of GEI and GEI Power is
approx. 3000-3500 MW of Air Cooled Vacuum Steam Condensers or
equivalent equipments.
In view of the general exemption granted by the Ministry of Corporate
Affairs, Government of India, under Section 212(8) of the Companies
Act, 1956, the Audited Statements of Accounts, Directors'' Report etc.
of the wholly owned subsidiary company - GEI Power Limited, are not
annexed to this report. However the same will be made available to
members of the Company on request and can also be inspected at the
Registered Office of the Company as well as the subsidiary. Pursuant to
the condition of the general exemption, a statement of the summarised
financials of the subsidiary is attached along with the Consolidated
Financial Statements. Pursuant to Accounting Standard AS-21 issued by
the Institute of Chartered Accountants of India, Consolidated Financial
Statements presented by the Company include the financial information
of its subsidiary.
Dividend
Due to inadequacy of profit, your Directors regret their inability to
recommend any dividend on Equity Shares for the financial year 2013-14.
Directors'' Responsibility Statement
Pursuant to the requirement under Section 134(7) of the Companies Act,
1956 with respect to the Directors'' responsibility statement, it is
hereby confirmed that:
i) In the preparation of the accounts for the financial year ended 31st
March, 2014, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) The Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were 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 of
the Company for the year under review;
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) The Directors have prepared the accounts for the financial year
ended on 31st March, 2014 on a going concern basis.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Information in accordance with the provisions of Section 217(1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo is given in Annexure-A, forming part of i this
report.
Particulars of Employees
Disclosure requirement in accordance with Companies (Particulars of
Employees) Rules, 1975 read with Section 217(2A) of the Companies Act,
1956 regarding salary particulars of employees is not applicable as
they are within the threshold limits.
Corporate Governance
As required under the Companies Act, 1956 and the Listing Agreement
with the Stock Exchanges, the Company adheres to the principles of
Corporate Governance and continues to focus on adopting the best
Corporate Governance practices. A detailed report duly certified by the
Practising Company Secretary forms part of this report.
Secretarial Audit Report
As a measure of good Corporate Governance, Secretarial Audit of the
Company was conducted by Gajendra Singh Solanki and their report is
attached. The Secretarial Audit Report confirms that the Company has
complied with the requirements of Companies Act, 1956, Listing
Agreement with the Stock Exchanges and other applicable laws.
Auditors
The members are requested to appoint the Auditors for the period from
the conclusion of the ensuing Annual General Meeting until the
conclusion of the next Annual General Meeting and to fix their
remuneration.
A.K. Khabya & Co., Chartered Accountants, the Statutory Auditors of
your Company, hold office until conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
Health, Safety & Environment
The Company continues to maintain the highest standards of health,
safety and environment. It emphasises preventive philosophy in respect
of these matters and recognises significance of creating awareness
through training & development on a continuous basis. Eliminating
potential risks in all the areas of operations is carried out with the
aim of total safety.
As a responsible corporate citizen, your Company believes in being
environment friendly that manifests in all the areas of its working &
operations. Not only its technology helps environment protection but
adopts the culture of sustainability in every sphere of its activities.
Industrial Relations
During the year under review, industrial relations continued to remain
harmonious. The Company had conducted various training programmes for
the development of the employees.
Acknowledgement
Your Directors take this opportunity to thank the Financial
Institutions, Banks, Central and State Government Authorities,
Regulatory Authorities, Stock Exchanges and other Stakeholders for
their continued co-operation and support to the Company. Your Directors
also wish to record their appreciation for the committed services
rendered by the Executives, Staff and Workmen of the Company.
For and on behalf of the Board
Place : Bhopal C E Fernandes
Date : 29.05.2014 Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure in submitting the 19th Annual Report
together with the Audited Accounts for the financial year ended 31st
March, 2012.
(Rs. in Lacs)
Particulars Year ended Year ended
31.03.2012 31.03.2011
Gross Turnover 36449.64 41608.31
EBIDTA 4221.41 5782.92
Profit After Tax (PAT) 8.41 2439.60
Financial Analysis / Review FY 2011-12
FY 11-12 had been a very difficult year for the engineering and capital
goods industry in India on account of adverse factors such as:
- Overall Economic slowdown
- Lack of policy initiatives / clearances from the Government.
- Delay / deferment of projects, especially in the power sector;
consequent drying up of new orders.
- Frequent revisions in monetary policy/ interest rates by RBI.
- Increase in the prices of key raw materials and other inputs.
- Lack of adequate bank credit.
The Company has initiated various measures to increase the order book
as well as to reduce the overall cost of operations:
Measures to Increase the Order Book:
- More focus on the Oil and Gas sector, both in domestic and export
markets, especially Middle East and Far East. (Skid Assembly,
Compressor packages etc.).
- Continued emphasis on the equipment packages for nuclear power
projects.
- Explore a new market segment for ACSC - conversion of existing Water
Cooled Systems into Air Cooled Systems (Target à NTPC).
- Continued marketing efforts for ACSC packages for higher megawatt
(300/660 MW) projects.
Measures to reduce Cost of operations:
- Standardise design to reduce inventory / procurement lead-time.
- Buy or hedge maximum annual requirement when the prices are on the
softer side (subject to cost/benefit analysis on inventory holding).
- Explore the possibilities of importing select raw materials and
bought outs from China / Korea.
- Reduction / Rationalisation of work force across locations.
- Reduction in Administration & selling expenses.
Dividend
Due to inadequacy of Profit, your Directors regret their inability to
recommend any dividend on Equity Shares for the financial year 2011-12.
Accomplishments
Air Cooled Heat Exchangers:
- Secured order from BHEL, Hyderabad for supply of process gas coolers
to Brahmaputra Cracker Polymer Ltd at Dhuliajan, Assam.
- Secured order from Numaligarh Refinery Limited, Assam for Naptha
Splitter Unit at Numaligarh Refinery, Assam.
- Secured order from Bharat Pumps and Compressors Ltd, Naini,
Allahabad for Rich Gas Compressor at Lepetkata site, Assam for
Brahmaputra Cracker Polymer Ltd.
- Secured order from Larsen & Toubro Limited, Mumbai for Deen Dayal
West Field Development project-Process cum Living Quarter Platform of
Gujarat State Petroleum Corporation, Gujarat.
- Secured order from HPCL, Mumbai for the project of PDA Revamp at
Mumbai Refinery. Air Cooled Vacuum Steam Condensers (ACSC):
- Secured orders for Air Cooled Vacuum Steam Condensers totalling 277
MW during the year.
- Secured order from OPG Power Generation, Chennai for the third
project of 80 MW (Unit # 3) at Gummidipoondi, Tamilnadu.
- Secured order from Super Smelters Limited, Kolkata for the project
of 35 MW captive power plant at Jamuria, West Bengal.
- Successfully commissioned ACSC for 150 MW Unit-II of Shree Mega
Power at Beawar, Rajashtan.
- Successfully commissioned 20 ACSCs at different locations totaling
767 MW during the year. Engineering, Procurement and Construction
(EPC)
Secured an order from NPC for Heavy Water Upgrading and Waste
Management Plants (2x700MW RAPP-7&8)
Export House Status
The Company continues its "Export House" status as recognised by the
Ministry of Commerce & Industry, Government of India.
Fixed Deposits
The Company has not accepted deposits from the public during the year
under review. There were no overdue deposits for repayment on the date
of this report.
Directors
Mrs. Everlyn Fernandes resigned from the Board on 03.02.2012. The
Directors place on record their appreciation of the valuable services
rendered by Mrs. Everlyn Fernandes during her tenure.
Mr. Robinson Fernandez was inducted into the Board of Directors of the
Company as an Additional Director on 10.11.2011 and holds office up to
the date of the ensuing Annual General Meeting. A notice has been
received from a member of the Company proposing his candidature for the
office of Director of the Company.
Mr. Vijay Khanna, Mr. D. Laxminarayan and Dr. Sudarshan Synghal retire
by rotation and being eligible, offer themselves for reappointment at
the ensuing Annual General Meeting.
GEI Power Limited (Wholly Owned Subsidiary Company)
Phase I of the capital expansion (Rs. 21.10 Cr) as well as majority work
of Phase II of the capital expansion (Rs. 34.40 Cr) have been completed
and are in operation. Due to the current economic slowdown, further
investment / expansion is kept on hold.
As on date, the total manufacturing capacity of GEI and GEI Power is
approx. 3000-3500 MW of Air Cooled Vacuum Steam Condensers or
equivalent equipments.
In view of the general exemption granted by the Ministry of Corporate
Affairs, Government of India, under Section 212(8) of the Companies
Act, 1956, the Audited Statements of Accounts, Directors' Report etc.
of the wholly owned subsidiary company - GEI Power Limited, are not
annexed to this report. However the same will be made available to
members of the Company on request and can also be inspected at the
Registered office of the Company as well as the subsidiary. Pursuant to
the condition of the general exemption, a statement of the summarised
financials of the subsidiary is attached along with the Consolidated
Financial Statements. Pursuant to Accounting Standard AS-21 issued by
the Institute of Chartered Accountants of India, Consolidated Financial
Statements presented by the Company include the financial information of
its subsidiary.
Acquisition of Compulsorily Convertible Debentures (CCDs) of GEI Power
Limited
The Company has acquired 1000, 5% Compulsorily Convertible Debentures
(CCDs) of face value of Rs. 100000 each (Rs. 10 Crores) of GEI Power
Limited (Wholly Owned Subsidiary) from BanyanTree Growth Capital LLC,
Mauritius. The said CCDs have been converted into 14,18,440 Equity
Shares of face value of Rs. 10 each of GEI Power Limited.
Directors' Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors' responsibility statement, it
is hereby confirmed that :
i) In the preparation of the accounts for the financial year ended 31st
March, 2012, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) The Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were 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 of the
Company for the year under review;
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) The Directors have prepared the accounts for the financial year
ended on 31st March, 2012 on a going concern basis.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Information in accordance with the provisions of Section 217(1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo is given in Annexure-A, forming part of this report.
Particulars of Employees
Disclosure requirement in accordance with Companies (Particulars of
Employees) Rules, 1975 read with Section 217(2A) of the Companies Act,
1956 regarding salary particulars of employees is not applicable as
they are within the threshold limits.
Corporate Governance
As required under the Companies Act, 1956 and the Listing Agreement
with the Stock Exchanges, the Company adheres to the principles of
Corporate Governance and continues to focus on adopting the best
Corporate Governance practices. A detailed report duly certified by the
Practising Company Secretary forms part of this report.
Secretarial Audit Report
As a measure of good Corporate Governance, Secretarial Audit of the
Company was conducted by V. Sundaram & Co. and their report is
attached. The Secretarial Audit Report confirms that the Company has
complied with the requirements of Companies Act, 1956, Listing
Agreement with the Stock Exchanges and other applicable laws.
Auditors
The members are requested to appoint the Auditors for the period from
the conclusion of the ensuing Annual General Meeting until the
conclusion of the next Annual General Meeting and to fx their
remuneration.
A.K. Khabya & Co., Chartered Accountants, the Statutory Auditors of
your Company, hold office until conclusion of the ensuing Annual General
Meeting and are eligible for reappointment.
Health, Safety & Environment
The Company continues to maintain the highest standards of health,
safety and environment. It emphasises preventive philosophy in respect
of these matters and recognises signifcance of creating awareness
through training & development on a continuous basis. Eliminating
potential risks in all the areas of operations is carried out with the
aim of total safety.
As a responsible corporate citizen, your Company believes in being
environment friendly that manifests in all the areas of its working &
operations. Not only its technology helps environment protection but
adopts the culture of sustainability in every sphere of its activities.
Industrial Relations
During the year under review, industrial relations continued to remain
harmonious. The Company had conducted various training programmes for
the development of the employees.
Acknowledgement
Your Directors take this opportunity to thank the Financial
Institutions, Banks, Central and State Government Authorities,
Regulatory Authorities, Stock Exchanges and other Stakeholders for
their continued co-operation and support to the Company. Your Directors
also wish to record their appreciation for the committed services
rendered by the Executives, Staff and Workmen of the Company.
For and on behalf of the Board
Place : Bhopal C E Fernandes
Date : 03.09.2012 Chairman & Managing Director
Mar 31, 2011
Dear Shareholders,
The Directors have pleasure in submitting the 18th Annual Report
together with the Audited Accounts for the financial year ended 31st
March, 2011.
Financial year 2010Ã11 has been a year of robust growth for your
Company, both in terms of turnover and profits. Propelled by the
buoyancy in the core sector, your Company continued its growth momentum
as the leading manufacturer of Air Cooled Heat Exchangers, Air Cooled
Vacuum Steam Condensers and associated systems for Oil & Gas and Power
Sectors.
Financial Highlights
- Gross Turnover increased by 54%
- Net Profit (PAT) increased by 71%
(Rs. in Lacs)
Particulars Year ended Year ended
31.03.2011 31.03.2010
Gross Turnover 41608.31 27044.53
EBIDTA 5782.92 3532.25
Profit After Tax (PAT) 2439.60 1428.64
Balance carried to Balance Sheet 5498.72 3273.25
Earning Per Share (Rs.) 14.39 8.32
Earning Per Share (Consolidated) (Rs.) 16.84 9.20
Dividend
The Directors are pleased to recommend a dividend of Rs.1 per equity
share i.e 10% on the equity share capital, subject to approval by the
members at the ensuing Annual General Meeting of the Company.
The dividend, inclusive of dividend tax, will absorb an amount of Rs.
214.14 lacs.
Accomplishments Oil & Gas Sector:
- Secured order from Gas Authority India Limited (GAIL) for supply of
Air Cooled Heat Exchangers for Petrochemical Complex-II at Vijaypur
(M.P.). Engineers India Ltd. (EIL) are the Engineering Consultant for
the Project.
- Secured order from Lanco Infratech Limited for the supply of Air
Cooled Heat Exchangers for 1500 TPA Polysilicon Plant at Rajnandgaon,
Chhatisgarh which is the first of its kind in the country. This product
is a key raw material for making solar panels and electronic chips.
Flour Daniel India is the Engineering Consultant for the Project.
- Secured order from Indian Oil Corporation Limited (IOCL) Mathura for
the supply of Air Cooled Heat Exchangers for Revamp of Fluid Catalytic
Converter Unit (FCCU) and Propylene Recovery Unit (PRU). Tecnip is the
Project Management Consultant.
Power Sector:
- Secured orders for Air Cooled Vacuum Steam Condensers (ACSC)
totalling 1332 MW during the year.
- Expanded our client base for ACSC - KVK Nagai Power, Simhadri Power,
Shree Virangana Steels, Sravanthi Infratech, Tata Projects, Ultratech
Cements etc.
- Successfully commissioned ACSC for 150 MW Unit of Shree Mega Power at
Beawar (Rajasthan). This is the first ACSC unit of such capacity
installed in India.
- Successfully commissioned 12 units of ACSCs at different locations
totalling 300 MW.
Future Prospects
Your Company caters to the entire spectrum of industries in the Energy
Sector viz. Oil & Gas, Petroleum Refining, Power Generation,
Transmission/ Distribution etc. and has emerged as one of the largest
Air Cooled Heat Exchanger Company in Asia, providing innovative
engineering systems and solutions.
The Company has enhanced its product and service offerings through a
technology tie up with Innospin AG of Switzerland and will continue to
target specific industrial segments having high growth potential as
well as pursue opportunities in key global markets.
Preferential Issue of 5% Cumulative Convertible Preference Shares
At the Extra Ordinary General Meeting of the Company held on
28.02.2011, members approved the issue of 25,54,668, 5% Cumulative
Convertible Preference Shares (CCPS) of Rs. 250 each to Aditya Birla
Private Equity à Fund I (25,00,000 CCPS) and BanyanTree Growth Capital
LLC (54,668 CCPS) on preferential basis. Each CCPS shall be fully,
compulsorily and mandatorily convertible at any time within a period of
18 months from the date of allotment of CCPS into One Equity Share of
the Company of Rs. 10 each at a premium of Rs. 240 per equity share.
The Company allotted the said CCPS on 14.05.2011.
Preferential Issue of Warrants
At the Extra Ordinary General Meeting of the Company held on
28.02.2011, members approved the issue of 5,00,000 Warrants of Rs. 250
each to Mr. C E Fernandes (Promoter). Each Warrant shall be convertible
into One Equity Share of Rs. 10 each of the Company at a premium of Rs.
240 per equity share. The Company allotted the said Warrants on
24.05.2011.
Export House Status
The Company continues its "Export House" status as recognised by the
Ministry of Commerce & Industry, Government of India.
Fixed Deposits
The Company has not accepted deposits from the public during the year
under review. There were no overdue deposits for repayment on the date
of this report.
Directors
Mr. Bharat Banka was inducted into the Board of Directors of the
Company as an Additional Director on 31.01.2011 and holds office up to
the date of the ensuing Annual General Meeting. A notice has been
received from a member of the Company proposing his candidature for the
office of Director of the Company.
The Board reappointed Mr. C E Fernandes as Chairman & Managing
Director, Mr. Bernard John as Joint Managing Director, Mr. Pannalal
Mundhra as Whole Time Director, Mrs. Everlyn Fernandes as Whole Time
Director and Mr. D. Laxminarayan as Executive Director for a further
term of 3 years w.e.f of 01.04.2011
Mr. S C Duggal, Mr. Pannalal Mundhra and Mr. K. Nandakumar retire by
rotation and being eligible, offer themselves for reappointment at the
ensuing Annual General Meeting.
Ms. Irene Valentine retired from the Board on 30.09.2010 by not seeking
reappointment. The Directors placed on record their appreciation of the
valuable services rendered by Ms. Irene Valentine during her tenure.
GEI Power Limited (Wholly owned subsidiary Company)
Phase I of the capital expansion (Rs. 21.10 Cr) as well as majority
work of Phase II of the capital expansion (Rs. 34.40 Cr) have been
completed and are in operation. The balance work is scheduled for
completion by October/November, 2011.
After completion of Phase II, the total manufacturing capacity of GEI
and GEI Power shall be 3000-3500 MW of Air Cooled Vacuum Steam
Condensers or equivalent equipments.
In view of the general exemption granted by the Ministry of Corporate
Affairs, Government of India, under Section 212(8) of the Companies
Act, 1956, the Audited Statements of Accounts, Directors' Report etc.
of the wholly owned subsidiary Company - GEI Power Limited, are not
annexed to this report. However the same will be made available on
request to any member of the Company and can also be inspected at the
Registered Offce of the Company as well as the subsidiary. Pursuant to
the condition of the general exemption, a statement of the summarised
financials of the subsidiary is attached along with the Consolidated
Financial Statements. Pursuant to Accounting Standard AS-21 issued by
the Institute of Chartered Accountants of India, Consolidated Financial
Statements presented by the Company include the financial information
of its subsidiary.
Directors' Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors' responsibility statement, it
is hereby confirmed that :
i) In the preparation of the accounts for the financial year ended 31st
March, 2011, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) The Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were 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 of
the Company for the year under review;
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) The Directors have prepared the accounts for the financial year
ended on 31st March, 2011 on a going concern basis.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Information in accordance with the provisions of Section 217(1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo is given in Annexure-A, forming part of this report.
Particulars of Employees
Information in accordance with Companies (Particulars of Employees)
Rules, 1975 read with Section 217(2A) of the Companies Act, 1956
regarding particulars of employees is given in Annexure - B forming
part of this report.
Corporate Governance
As required under the Companies Act, 1956 and the Listing Agreement
with the Stock Exchanges, the Company adheres to the principles of
Corporate Governance and continues to focus on adopting the best
Corporate Governance practices. A detailed report duly certifed by the
Practising Company Secretary forms part of this report.
Secretarial Audit Report
As a measure of good Corporate Governance, Secretarial Audit of the
Company was conducted by M/s. V. Sundaram & Co. and their report is
attached. The Secretarial Audit Report confirms that the Company has
complied with the requirements of Companies Act, 1956, Listing
Agreement with the Stock Exchanges and other applicable laws.
Auditors
The members are requested to appoint the Auditors for the period from
the conclusion of the ensuing Annual General Meeting until the
conclusion of the next Annual General Meeting and to fix their
remuneration.
M/s A.K. Khabya & Co., Chartered Accountants, the Statutory Auditors of
your Company, hold office until conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
Health, Safety & Environment
The Company continues to maintain the highest standards of health,
safety and environment. It emphasises preventive philosophy in respect
of these matters and recognises significance of creating awareness
through training & development on a continuous basis. Eliminating
possible risks in all the areas of operations is carried out with the
aim of total safety.
As a responsible corporate citizen, your Company believes in being
environment friendly that manifests in all the areas of its working &
operations. Not only its technology helps environment protection but
adopts the culture of sustainability in every sphere of its activities.
Industrial Relations
During the year under review, industrial relations continued to remain
harmonious. The Company had conducted various training programmes for
the development of the workmen and the employees.
Acknowledgement
Your Directors take this opportunity to thank the Financial
Institutions, Banks, Central and State Government Authorities,
Regulatory Authorities, Stock Exchanges and the Stakeholders for their
continued co-operation and support to the Company. Your Directors also
wish to record their appreciation for the committed services rendered
by the Executives, Staff and Workmen of the Company.
For and on behalf of the Board
C E Fernandes
Chairman & Managing Director
Place : Bhopal
Date : 20.08.2011
Mar 31, 2010
The Directors have pleasure in submitting the Seventeenth Annual Report
and Audited Accounts of the Company for the financial year ended 31st
March 2010.
Propelled by the buoyancy in key sectors like Power, your Company
continued its growth momentum as the leading manufacturer of Air Cooled
Heat Exchangers, Air Cooled Vacuum Steam Condensers and associated
systems for Oil, Gas and Power Sectors. Performance of the Company for
the financial year ended 31st March 2010 is highlighted below:
Financial Highlights
Gross Sales increased by 13 %
- Profit After Tax (PAT) increased by 38 %
Particulars Year ended Year ended
31 March 2010 31 March 2009
Gross Sales & Other Income 27044.53 23909.17
EBIDTA 3532.25 3028.78
Profit after Tax (PAT) 1428.64 1036.71
Balance Carried to Balance Sheet 3273.25 2098.56
Earning Per Share (Rs.) 8.32 7.14
Earning Per Share (Consolidated) (Rs.) 9.20 -
* Figures have been regrouped as per current years classification
Accomplishments
Some of the major accomplishments of your Company during the year is
stated below:
Air Cooled Heat Exchanger:
Secured order from Petroleum Development Oman for supply of Process Gas
Coolers for Gas Fields.
Secured order from Afcon-Gunanusa JV (a JV between Afcons of India and
Gunanusa of Indonesia) for supply of Process Gas & Lube Oil Coolers for
ICP-R platform of ONGC, Mumbai.
Air Cooled Vacuum Steam Condenser (ACSC):
Achieved unparalleled success in securing orders for Air Cooled Vacuum
Steam Condensers totaling 1520 MW.
2 GEI Industrial Systems Ltd
Added 16 new names to our long list of clients for supplying Air Cooled
Steam Condensers. Few of them are Walchandnagar Industries & Thyssen
Krupp-Pune, Sarda Energy-Raipur, Shree Renuka Sugar-Mumbai and Ind
Barath Pvt. Ltd., Hyderabad.
ACSC of higher Capacity:
Secured ACSC orders for 2 x 150 MW from Ind Barath Pvt. Ltd., 2 x 150
MW from Shree Mega Power and 6 x 60 MW from Jaypee Group, totaling 960
MW.
Secured order from Sarda Energy and Minerals Ltd. for supply of ACSC
for 80 MW.
Successfully commissioned ACSC for 80 MW, Gummidipoondi Project for OPG
Group.
Future Prospects
Your Company caters to the entire spectrum of industries in Energy
Sector, viz. Oil & Gas, Petroleum Refineries, Power Generation,
Transmission/ Distribution etc and has emerged as one of the largest
Air Cooled Heat Exchanger Company in the World, providing ÃInnovative
engineering systems and solutionsÃ.
Substantial investments are being committed by the Government and
Private Entrepreneurs in the energy sector, which will help the Company
to achieve accelerated growth.
Export House Status
The Company has been recognized as an ÃEXPORT HOUSEÃ for the period of
4 years from 01.04.2010 to 31.03.2014 by the Ministry of Commerce &
Industry, Government of India.
Listing of Equity Shares at NSE
Companys equity shares have been listed at the National Stock Exchange
of India Ltd (NSE) w.e.f. 13.08.2010. Now onwards, Companys Equity
Shares can be traded both on the Bombay Stock Exchange Ltd (BSE) and
the National Stock Exchange of India Ltd (NSE).
Fixed Deposits
The Company has not accepted deposits from the public during the year
under review. There were no overdue deposits for repayment on the date
of this report.
Dividend
The Directors are pleased to recommend a dividend of Rs.1 per equity
share i.e 10% (Previous year Rs. 1 per equity share i.e. 10%) on the
equity share capital, subject to approval by the members at the ensuing
Annual General Meeting of the Company. The dividend, inclusive of
dividend tax, will absorb an amount of Rs. 253.96 lakhs (Previous year
Rs. 184.55 lakhs).
Subsidiary Company - GEI Power Limited
As required under section 212 of the Companies Act, 1956, the Audited
Statements of Accounts along with report of Board of Directors of GEI
Power Limited (a wholly owned subsidiary) are annexed to this report.
Auditors
The members are requested to appoint the Auditors for the period from
the conclusion of the ensuing Annual General Meeting till the
conclusion of the next Annual General Meeting and to fix their
remuneration.
M/s A.K. Khabya & Co., Chartered Accountants, the Auditors of your
Company, hold office till conclusion of the ensuing Annual General
Meeting. The Directors recommend their re-appointment for a further
period of one year in view of their eligibility.
Secretarial Audit Report
As a measure of good Corporate Governance, Secretarial Audit of the
Company was conducted by M/s. V. Sundaram & Co.
The Secretarial Audit Report confirms that the Company has complied
with the requirements of Companies Act, 1956, Listing Agreement with
the Stock Exchanges and other applicable laws.
Directors
Mr. Sanjiv Singhal (Non Executive Director, Nominee of BTGC) was
inducted into the Board of Directors of the Company.
Dr. Sudarshan Synghal and Mr. D. Laxminarayan retire from the Board of
Directors by rotation and being eligible, offer themselves for
re-appointment at the ensuing Annual General Meeting.
Ms. Irene Valentine retires from the Board of Directors by rotation and
is not seeking re-appointment.
The Companys application to the Central Government for payment of
remuneration to Mr. Bernard John, Mrs. Everlyn Fernandes and Mr. D.
Laxminarayan have been approved.
In the case of Mr. C E Fernandes, the Central Governments Order has
not quantified the remuneration; hence, the Company is seeking review /
quantification / approval of the remuneration as applied for.
Industrial Relations
During the year under review, Industrial relations continued to remain
harmonious. The Company had conducted various training programmes for
the development of the employees.
Directors Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directorsà responsibility statement, it
is hereby confirmed that :
i) In the preparation of the account for the financial year ended 31st
March, 2010, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) The Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were 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 or
loss of the Company for the year under review;
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) The Directors have prepared the accounts for the financial year
ended on 31st March 2010 on a going concern basis.
Conservation of Energy, Technology Absorption and Foreign Exchange
Information in accordance with the provision of Section 217(1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
conservation of energy, technology absorption and
foreign exchange earnings and outgo is given in Annexure-A, forming
part of this report.
Particulars of Employees
Information in accordance with Rules, 1975 read with Section 217(2A) of
the Companies Act, 1956 regarding particulars of employees is given in
Annexure - B forming part of this report.
Corporate Governance
As required under the Companies Act, 1956 and the Listing Agreement
with the Stock Exchange, the Company adheres to the principles of
Corporate Governance and continues to focus on adopting the best
Corporate Governance practices. A detailed report duly certified by the
Practicing Company Secretary forms part of this report.
Acknowledgement
Your Directors wish to express their grateful appreciation for the
assistance and co-operation received from the Government Authorities,
Financial Institutions, Banks, Customers and other stakeholders during
the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the committed services rendered by
the Executives, Staff and Workmen of the Company.
For and on behalf of the Board
Place : Bhopal C E Fernandes
Date : 23.08.2010 Chairman & Managing Director