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Directors Report of Gujarat Industries Power Company Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure to present the Thirtieth Annual Report on the performance of your Company together with Standalone and Consolidated Audited Financial Statements for the Financial Year ended 31st March, 2015 and the report of the Auditors thereon:

Financial Performance: (Rs in Lacs)

2014-15 2013-14

Net Sales 1,20,906 1,37,104

Other Receipts 4,882 3,646

Total Expenditure 79,191 90,636

Gross Profit : (1 2-3) 46,597 50,114

(before deducting any of the following)

(a) Finance Cost 7,800 8,827

(b) Depreciation 12,003 15,551

(c) Provision for Deferred Tax 5,783 2,141

(d) Provision for Current Income Tax 6,333 4,416 (including MAT credit entitlement) and Wealth Tax

(e) Tax adjustment of earlier years 196 591

(f) Exceptional Item 1,851 0

Net Profit: 12,631 18,588

Add : Balance brought forward from 8,809 7,145 Previous Year

TOTAL 21,440 25,733

Less: Appropriations :

(i) General Reserve 7,500 7,500

(ii) Expansion Reserve 5,000 5,000

(iii) Proposed Dividend On Equity 4,556 4,424 Shares (including Dividend Tax)

(iv) Carried to Balance Sheet 4,384 8,809

TOTAL 21,440 25,733

dividend:

Your Directors are happy to recommend a Dividend of Rs 2.50 (Rupees Two and Paise Fifty) per share on 15,12,51,188 Equity Shares of Rs 10/- each fully paid up, for the year ended on 31st March, 2015. The total outgo on account of Dividend would be about Rs 4,556 Lacs including Corporate Tax on Dividend. The Dividend, if approved by the shareholders at the ensuing 30th Annual General Meeting, shall be paid to all those Members, whose names appear on the Register of Members of the Company on the Books Closure Date i.e. on Tuesday, the 18th August, 2015.

Operations:

Vadodara Stations:

Station - I (145 MW):

During the year under review, the Station generated 679.893 Million Units (MUs) at a Plant Load Factor (PLF) of 53.53 % as against generation of 880.56 MUs at PLF of 69.32% during the preceding year. The Plant Availability Factor (PAF) was at 95.84% during the year under review as against 97.30% during the preceding year.

During the year under review, Hot Gas Path Inspection (HGPI) with Residual Life Assessment (RLA) of Gas Turbines (GT)-1 was carried out; Annual Inspection of Heat Recovery Steam Generator (HRSG) is also completed as per the schedule.

Station - II (165 MW):

During the year under review, the generation was 38.253 Million Units (MUs) at a Plant Load Factor (PLF) of 2.65% as against generation of 159.15 MUs at a PLF of 11.01% in the preceding year. The Plant Availability Factor (PAF) for the Station was 95.18% for the year under review as against 99.63% during the preceding year.

During the year under review, Planned Shutdown of GT-4 and Annual Inspection of HRSG-4; were successfully completed.

Your Directors are also glad to inform that owing to consistent efforts to operate plant auxiliaries at Optimum Level and energy conservation measures vis-a-vis Reduced PLF of Station-I & II, have made it possible to maintain the auxiliary consumption at 2.63% for the year under reference, which is less than the normative level of 3%.

It is also heartening to note that despite the aging of main plant equipments, the operating parameters i.e. output and heat rate have been maintained due to proactive operation and maintenance practice and vigilant monitoring of the performance.

The lower PLF for the Stations is due to continuously depleting supply of domestic gas from GAIL and RIL-Niko. The status of RIL's imposition of full curtailment of gas supply from their KG D-6 field with effect from 1st March 2013 has remained unchanged, under Priority sector guidelines of MoP&NG. The reduced generation is also on account of plant operation on partial load and / or prolonged backing down of the plant by State Load Dispatch Centre (SLDC) due to higher generation cost on imported R-LNG as fuel. However, continuous efforts are made to maintain optimum available supply of gas for the Stations at Vadodara. Currently, out of total gas requirements of 1.55 to 1.60 MMSCMD for Vadodara Stations, 0.91 MMSCMD gas including R-LNG is tied up with GAIL (India) Ltd. (GAIL) and RIL-NIKO on long term basis. The remaining quantity is tied up with GAIL, Gujarat State Petroleum Corporation Ltd (GSPCL), and BPCL for supply of Spot gas on "as and when required" basis.

Long term agreements have been signed with Hettich India Pvt. Ltd., Vadodara, for supply of De-mineralized (DM) Water, and with Ishedu a Div. of Jayant Agro, for sharing the available spare capacity of infrastructure of Joint Water Supply Scheme (JWSS) of GIPCL and GACL. Services like Third Party Water Sample Analysis facilities on chargeable basis are also provided to interested parties.

During the year under review, implementations of various energy conservation measures as well as new initiatives were undertaken. Major energy conservation and efficiency improvement measures by way of modification in various auxiliary equipments and redefining operational parameters have been successfully implemented as elaborated in the Annexure to this Report.

Safety Performance:

The health and safety of all the employees is prime concern of the Company. Your Directors are happy to inform that your Company is making sincere and committed efforts to maintain the safety of plant equipments and creating a safe and healthy working environment for the employees. The Company has been spending appropriate and sufficient amount for the health and safety related activities. Constant efforts are made to maintain accident free operations at all the locations. Your Company has adopted a comprehensive Health and Safety policy under the Integrated Management System (IMS). Vadodara Plant successfully completed accident free operations for the entire year under review viz. FY 2014-15.

Surat Lignite Power Plant (SLPP):

Phase-1 (2 x 125 MW units 1 & 2):

During the year under review, Phase-I generated 1424.954 Million Units (MUs) at a Plant Load Factor (PLF) of 65.07 % as against 1488.481 MUs at a PLF of 67.97% during the previous year i.e. FY 2013-14. Plant Availability Factor was 70.55% as against 83.95% during the previous year.

Commercial availability was at 64.09% as against 67.44% during the previous year.

During the year under review, the Unit - 1 (125MW) tripped on 29.1 1.2014 due to a technical snag in the Stator Winding of the Generator differential protection. BHEL, OEM, carried out all required tests at their Hyderabad works and on technical assessment of the said results finally termed the damage to the Stator as irreparable. The Company therefore placed order for a new Stator assembly on BHEL - the OEM- using the Company's existing Stator frame/casing and the Unit was synchronized with the Grid on 3rd April, 2015. Your Company is adequately insured against material damage and business interruption loss aspects arising on account of the said Stator failure.

Phase II (2 x 125 MW units 3 & 4):

During the year under review, Phase-II generated 1841.638 MUs at a PLF of 84.09% as against 1528.982 MUs at a PLF of 69.82% during the preceding year. Plant Availability Factor was 89.17% as against 84.78% during the previous year. Commercial availability was at 85.70% as against 72.47% during the previous year.

Constant endeavors are being made to improve the overall performance of the Station, including technology improvement and modifications. The required maintenance program for the upkeep of the Units was undertaken during the year under review.

Your Directors are happy to inform that the SLPP Station has received National Excellence Award for Energy Management instituted by Confederation of Indian Industries (CII) as an "EXCELLENT ENERGY EFFICIENT UNIT" for the year 2014.

Mining:

Your Directors are happy to inform that the performance of the Mining Division was satisfactory during the year under review. Total requirement of lignite was met from our captive Vastan Lignite Mine and Mangrol - Valia Lignite Mine. To meet the demand of all the four Units, sufficient quantity of Lignite has been stocked for the operations during the monsoon.

It is heartening to inform that the Vastan Lignite Mine of your Company has won First Prize in the category 'Lowest Injury Frequency Rate (LIFR) per Million Cubic Meter of Output for two consecutive years viz. 2011 and 2012 at the National Safety Awards (Mines) held at Vigyan Bhavan, New Delhi. The said Awards, instituted for betterment of safety standards and to recognise outstanding safety performance, were received at the hands of Hon'ble President of India.

Your Directors are pleased to inform that the Vastan Limestone Mine has bagged two First Prizes viz. 'Mines workings and General Safety' and 'Publicity propaganda and Housekeeping' and the Valia Mine has bagged three First Prizes viz. 'Overall of open cast Lignite Mines', 'Records Maintenance' and 'Health,

First Aid and Vocational Training' at the 'Gujarat Lignite Mines Safety Week-2015' celebrated under the aegis of Directorate General of Mines Safety (DGMS), Ahmedabad and Surat Regions.

5 MW PV based Solar Power Plant:

During the year under review, 5 MW PV based Solar Power Plant at SLPP generated 8.02 MUs with 18.31% PLF.

Environmental Protection:

The Company recognizes Environment Management as an integral function of the operation. Towards this end, the Company has adopted appropriate technology for control of pollutants at source.

Vadodara Plant:

Your Directors are pleased to inform that the initiative taken by your company in 2012 for providing water as well as oil testing analysis services to interested parties on chargeable basis as a part of diversification of activities and optimization of use of available infrastructure and resources for increasing revenues has received encouraging response.

Your Company has also imposed total ban on using thermocol and plastic below 40 micron size packing material for all incoming goods. Disposal of e-waste generated has been arranged through Central Pollution Control Board (CPCB) registered vendors.

Surat Lignite Power Plant (SLPP):

During the year under review, your company replaced internals of six fields (out of twelve fields) of Unit-I Electrostatic precipitator during the annual overhauling at a total expenditure of Rs 288.90 lacs to reduce suspended particulate matter (SPM) emission through stack / chimney.

Your Company replaced the online dust and opacity monitoring system of Phase-I and II with a total expenditure of Rs 10.74 lacs for monitoring and maintaining the stack emission parameters.

Your Company planted 1927 nos. of saplings (more than 90% survival rate) in the plant premises for better green coverage.

Your Directors feel proud to inform you that the Surat Lignite Power Plant (SLPP) has been recognized as 'Best in Water Use' under a United Nations (UN) backed Project for Green Rating of Thermal Power Plants in India undertaken by Centre for Science and Environment, a Delhi based NGO. The said Green Rating Project Awards also known as 'The Five Leaves Award' was conferred at a function held at Ministry of Environment, Forests and Climate Change (MoEFCC) in February, 2015.

Expansion Plans:

51 MW Wind based Power Project:

The Company has placed order on Leitwind Shriram Manufacturing Ltd. (LSML) on EPC turnkey basis for setting up wind based Power Project-27 MW at Village Kotadapitha and 24 MW at Village Jambarvada, Taluka Babra, Dist.: Amreli, Gujarat respectively. 2 x 1.5 MW Wind Turbine Generators (WTGs) have been commissioned in May, 2015. Power Purchase Agreement (PPA) for 10.5 MW has been signed with GUVNL in May, 2015. Civil and other works for remaining WTGs is going on in full swing and the said WTGs are likely to be commissioned by August, 2015.

Up to 250 MW Wind Power Project:

Your Directors would like to inform that your Company has invited offers through International Competitive Bidding (ICB) route for setting up an up to 250 MW Wind Power Project on turnkey Engineering, Procurement, Construction (EPC) basis. The bids received are under evaluation.

Accreditation for integrated Management System (iMS) under iSO certifications:

Your Directors are pleased to inform that during the year under review your Company has successfully maintained standard guidelines for IMS covering ISO:9001:2008, ISO: 14001:2004 and OHSAS 18001:2007 certification for Quality Management System (QMS), Environment Management System (EMS) and Occupational Health and Safety Assessment Series (OHSAS) and ISO 50001:201 1 for Energy Management System (EnMS) Certification for its Power Stations at Vadodara and SLPP. Your Company is one of the first group of Power Plants to have implemented and obtained ISO 50001:201 1 Certification. Surveillance Audit for all the standards have been successfully conducted and accredited by TUV India Ltd. in May, 2015.

Subsidiary:

Your Directors are happy to inform that during the year under review, the Company's wholly owned subsidiary GIPCL Projects and Consultancy Company Limited (GIPCO) has continued to perform successfully in the growing but highly competitive service sector. The Company has offered trouble-shooting and expert services for O&M practice and spares management to different operating power plants.

The Company under Employee Excellence Enhancement (EEE) program conducted various training programs for Power Plant personnel and Engineering Students round the year. The training activity has received encouraging response from the energy sector.

Public Deposits:

During the year 2014-15, your Company has not accepted / renewed any Fixed Deposit. As at the date of this Report, there is No Deposit either unpaid / unclaimed or due for transfer to Investors Education & Protection Fund (IEPF).

Listing Agreement Compliance:

Equity Shares of your Company are listed on Bombay Stock Exchange Ltd. (BSE), National Stock Exchange of India Ltd. (NSE) and Vadodara Stock Exchange Ltd. (VSE) and their Listing Fees for the FY 2015-16 have been paid and the conditions of the Listing Agreement have been complied with.

insurance:

The properties and the insurable interest of the Company are adequately insured. The Company has also taken necessary insurance cover as required under the Public Liability Insurance Act, 1991.

Corporate Social Responsibility initiatives:

As part of its initiatives under "Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education, Livelihood, Health, Water, Sanitation, etc. These projects are in accordance with Schedule VII to the Companies Act, 2013.

Report on CSR activities is annexed to this Report as "Annexure A".

Your Directors are pleased to inform that Development Efforts for Rural Economy & People (DEEP), a Trust promoted by your Company at its SLPP location, has bagged Award for 'Outstanding Achievement in Social Welfare Program by an NGO' instituted by The Southern Gujarat Chambers of Commerce and Industries (SGCCI) for the year 2013-14. This is the third consecutive year when DEEP has been honored with this Award.

Energy Conservation and Technology Absorption:

The measures taken by your Company towards energy conservation and Technology Absorption are given in the Annexure 'C' to this Report.

Related Party Transactions:

All Related Party Transactions that were entered during the year were on arm's length price basis and in ordinary course of business. There were no materially significant Transactions made by the Company with Promoters, Directors or Key Managerial Personnel or other designated persons which may have potential conflict with the interests of the Company. During the year under review, the Company has done transactions of sale of electricity to Gujarat Urja Vikas Nigam Ltd. (GUVNL), Gujarat Alkalies & Chemicals Ltd. (GACL) and Gujarat State Fertilizers & Chemicals Ltd. (GSFC), Promoters of the Company. Your Directors recommend for your approval the said transactions entered into with GUVNL, GACL and GSFC as stated in Resolution at Sr. No.9 of the Notice of 30th Annual General Meeting (AGM).

All related party transactions are placed before the Audit Committee as also the Board for approval. Ominbus approval of the Audit Committee has been obtained for transactions which are of repetitive nature.

The Policy on Related Party Transactions (RPTs) is uploaded on the website of the Company and can be accessed on the following link: http://www.gipcl.com/pages/corporate-policies

None of the Directors or Key Managerial Personnel has pecuniary relationships or transactions vis-a-vis the Company.

Vigil Mechanism / Whistle Blower Policy:

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The said Policy is explained in the Corporate Governance Report and also posted on the website of the Company at following link: http://www.gipcl.com/pages/corporate-policies

Directors' Responsibility Statement:

The Board of Directors of the Company confirms:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

b) that the selected accounting policies were applied consistently and Directors 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 as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that the Annual Accounts have been prepared on a going concern basis.

e) internal financial controls to be followed by the company have been laid down and that such internal financial controls are adequate and operating effectively.

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Corporate Governance:

Your Company has been following good Corporate Governance practices and has complied with the requirements of Clause 49 of the Listing Agreement. A detailed report on Corporate Governance along with Certificate dated 22nd May, 2015 issued by CS Niraj Trivedi, Practicing Company Secretary, Vadodara is annexed forming part of this Report.

Management Discussion and Analysis:

A report on Management Discussion and Analysis dealing with Business Operations and Performance, Research and Development, Expansion Project, Safety and Environment, Human Resource Development, Corporate Social Responsibility etc. is annexed forming part of this Report.

Risk Management:

Your Company has constituted a Committee of Directors, presently consisting of Dr. P K Das, IAS (Retd.), Chairman of the Committee, Shri A M Tiwari, IAS and Smt. Sonal Mishra, IAS. The Report on Risk Management and Risk Minimization is reviewed by the Board on quarterly basis.

Directors:

During the year under review, Shri A K Dalvi, General Manager (O&ES), was nominated as Director on the Board of Directors of the Company by GACL vice Shri M S Dagur, IAS.

The Board places on record its sincere appreciation for the valuable guidance and support extended by Shri M S Dagur, IAS during his tenure as Director of the Company.

Vide Government of Gujarat (GoG) Notification dated 30.8.2014, Shri D J Pandian, Chairman of the Company and Additional Chief Secretary, Energy & Petrochemicals Dept., GoG was transferred as Additional Chief Secretary, Industries & Mines Department, GoG. Consequent to his transfer, he resigned from the Board of Directors of the Company w.e.f. 30.08.2014.

The Board places on record its sincere appreciation for the valuable services and guidance as well as support extended by Shri D J Pandian, IAS, during his tenure as Chairman of the Company.

During the year, Smt. Padma Betai was nominated by IDBI Bank Ltd. as its Nominee Director on the Board of the Company vice Shri D C Jain.

The Board places on record its sincere appreciation for the valuable guidance and support extended by Shri D C Jain, during his tenure as Director of the Company.

Gujarat Urja Vikas Nigam Ltd. (GUVNL) nominated Smt. Shahmeena Husain, IAS as Director on the Board of Directors of the Company vice Shri Raj Gopal, IAS.

The Board places on record its sincere appreciation for the valuable guidance and support extended by Shri Raj Gopal, IAS during his tenure as Director of the Company.

During the year under review, Gujarat Alkalies & Chemicals Ltd. nominated Shri A M Tiwari, IAS as Director on the Board of Directors of the Company vice Shri A K Dalvi.

The Board places on record its sincere appreciation for the valuable guidance and support extended by Shri A K Dalvi, during his tenure as Director of the Company.

Vide its Notification dated 27.10.2014, the GoG has nominated Shri Sanjeev Kumar, IAS, as its Nominee Director on the Board of Directors of the Company.

Shri H R Brahmbhatt and Smt. Shahmeena Husain, IAS, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors recommend for your approval resolutions at Sr. No. 3 and 4 of the Notice dated 22.05.2015 of the 30th AGM regarding reappointment of Shri H R Brahmbhatt and Smt. Shahmeena Husain, IAS, as Directors.

Pursuant to the provisions of Sections 149, 152 read with Schedule IV of the Companies Act, 2013 (the Act) and amended Clause 49 of the Listing Agreement, your Directors recommend for your approval Special Resolutions at Sr. No. 12, 13 and 14 of the Notice dated 22.05.2015 of the 30th AGM regarding appointment of Prof. Shekhar Chaudhuri (DIN:00052904), Prof. K M Joshi (DIN:00501563) and Dr. P K Das, IAS (Retd.) (DIN:00501499), as Independent Directors, to hold office for the second term, for a period of five consecutive years, from this Annual General Meeting (AGM) till 35th AGM, not liable to retire by rotation.

Pursuant to the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement with Stock Exchanges, the Board of Directors of the Company, at its Meeting held on 31/03/2015, appointed Dr. Ajay N Shah (DIN:01 141239), Shri S B Dangayach (DIN:01572754) and Dr. B A Prajapati (DIN:01431661) as Additional Directors and Independent Directors of the Company, under Section 161(1) of the Act and the Articles of Association of the Company (AoA). They hold office as Directors upto the date of ensuing 30th AGM.

The Company has received Declaration of Independence from all the Independent Directors as required under Section 149(6) of the Companies Act, 2013.

Your Directors recommend for your approval Ordinary Resolutions at Sr. Nos. 6, 7 and 8 of the Notice dated 22.05.2015 of 30th AGM regarding their appointment as Independent Directors, for the first term, to hold office for a period of five consecutive years from this AGM till 35th AGM of the Company.

Pursuant to the provisions of Article 89 of the Articles of Association of GIPCL, the GoG vide its Notification dated 07.04.2015 nominated Shri L Chuaungo, IAS as Chairman of the Company vice Shri D J Pandian, IAS.

Vide Notification dated 23.04.2015, the GoG placed the services of Smt. Sonal Mishra, IAS, at the disposal of Energy & Petrochemicals Dept., GoG for appointment as Managing Director of your Company vice Shri L Chuaungo, IAS. Your Directors recommend for your approval Ordinary Resolution at Sr. No. 10 of the Notice dated 22.05.2015 of 30th AGM regarding appointment of Smt. Sonal Mishra, IAS as Managing Director of the Company vice Shri L Chuaungo, IAS.

Policy on Directors' Appointment and Remuneration:

The Company has formulated and adopted a Policy on Directors' Appointment and Remuneration and the same is accessible on the website of the Company : www.gipcl.com.

Performance Evaluation of Board, Committees and directors:

Pursuant to the provisions of Section 178(2) of the Companies Act, 2013, your Company has constituted a Nomination & Remuneration (NR) Committee of Directors to evaluate the performance of Directors on the Board.

Appraisal of each Director of the Company is based on the broad criteria mentioned below as required under the provisions of the Section 134 (3)(p) of the Companies Act, 2013 (the Act).

1. Knowledge of the Job Profile;

2. Various directions provided in the best interest of the Company on key issues; review of compliance management;

3. Achievement of Targets budget v/s actual and reasons for deviations; contribution towards new projects;

4. Detailed analysis of internal control functions;

5. Thorough compliance with the Code of conduct;

The NR Committee shall evaluate the performance of each member of the Board of Directors with reference of the authority under the Nomination and Remuneration Policy of the Company framed in accordance with the provisions of section 178 of the Act and as per the evaluation criteria mentioned above.

Evaluation of Independent Directors shall be carried out by the entire Board in the same way as it is done for other Directors of the Company. The interested Director shall not participate in the evaluation/s.

Based on the performance evaluation of each and every Director and the Chairman of the Company, the Committee shall provide the ratings based on each criterion.

Evaluation of Executive Director of the Company is done by the entire Board except the Director being evaluated. The meeting for the purpose of evaluation of performance of Board Members is held at least once in a year and the Company has disclosed the criteria laid down by the Nomination and Remuneration Committee for performance evaluation on its web site for the reference and also in the Annual Report of the Company.

Particulars of Employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is not applicable as no Employee was paid remuneration during the year in excess of Rs 60.00 Lacs when employed throughout the year and Rs 5.00 Lacs per month when employed for a part of the year. Further, there was no employee holding 2% or more of the equity shares of the Company during 2014-15. The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. None of such employees is a relative of any Director of the Company. None of such employees hold (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the Company.

Auditors:

(i) Statutory:

The Board of Directors of the Company has appointed K C Mehta & Co., Chartered Accountants (Registration No. FRN 106237W), Vadodara, as Statutory Auditors of the Company in place of VCA & Associates, Chartered Accountants, Vadodara, whose term of appointment expires at the conclusion of this Annual General Meeting. As required under the provisions of Section 139 of the Act, the Company has obtained written confirmation from K C Mehta & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section. Members are requested to appoint Statutory Auditors at this Meeting for five consecutive financial years i.e. from FY 2015-16 to FY 2019-20 and to fix their remuneration. Pursuant to the provisions of Section 139 of the Act, appointment of Statutory Auditors will be ratified by the Members at every AGM. Resolution at Sr. No. 5 of the Notice dated 22.05.2015 of 30th AGM is recommended for approval of the Members for the appointment of Statutory Auditors and to fix their remuneration.

The Auditors' Report to the Shareholder for the FY 2014- 15, issued by VCA Associates, Chartered Acccountants, Vadodara, Statutory Auditors of the Company for FY 2014- 15, does not contain any reservation, qualification or adverse remark.

(ii) Cost:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of "Electricity" are required to be audited. Accordingly, the Board of Directors, on the recomendation of the Audit Committee, has appointed Y S Thakar & Co., (Registration No. 000318) Vadodara, as Cost Auditor of the Company for the Financial Year 2015-16. Ordinary Resolution at Sr. No. 11 of the Notice dated 22.05.2015 of 30th AGM is recommended for ratification of the Members for the remuneration payable to Cost Auditors for the FY 2015-16.

(iii) Secretarial:

Pursuant to the enactment of the Companies Act, 2013, J J Gandhi & Co., Practicing Company Secretaries, Vadodara (CP No. 2515) have been appointed as Secretarial Auditor of the Company for the year 2014-15. Report of J J Gandhi & Co. for the Financial Year 2014-15 ended on 31st March, 2015 in the prescribed Form-MR 3 is annexed to this Report as Annexure 'B'. The Secretarial Auditor Report to the Shareholder for the FY 2014-15, does not contain any reservation, qualification or adverse remark.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed to this Report as "Annexure D".

Your Directors further state that during the year under review, there was no case reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgements:

The Board of Directors places on record its gratitude and appreciation to the Government of India, Government of Gujarat, Financial Institutions, Banks, Insurance companies, Business Associates, Promoters, Shareholders and Employees of the Company for their valuable support and faith reposed by them in the Company.

For and On behalf of the Board

Date: 23rd July, 2015. L. Chuaungo, IAS Place: Gandhinagar. Chairman


Mar 31, 2014

The Members,

The Directors have pleasure to present the Twenty-Ninth Annual Report on the performance of your Company together with Audited Balance Sheet and Profit & Loss Account for the Financial Year ended 31st March, 2014 and the report of the Auditors thereon:

Financial Performance:

(Rs in Lacs) 2013-14 2012-13

Net Sales 1,37,104 1,40,701

Other Receipts 3,646 2,329

Exceptional Income 0 6,015

Total Expenditure 90,636 87,353

Gross Profit:(1 2 3-4) 50,114 61,692 (before deducting any of the following)

(a) Finance Cost 8,827 10,515

(b) Depreciation 15,551 15,823

(c) Provision for Deferred Tax 2,141 7,928

(d) Provision for Current Income Tax 4,416 7,067 (including MAT credit entitlement)

(e) Tax adjustment of earlier years 591 (1,529)

Net Profit: 18,588 21,888

Add : Balance brought forward from 7,145 7,181

Previous Year

TOTAL 25,733 29,069

Less: Appropriations :

(i) General Reserve 7,500 7,500

(ii) Expansion Reserve 5,000 10,000

(iii) Proposed Dividend On Equity 4,424 4,424 Shares (including Dividend Tax)

(iv) Carried to Balance Sheet 8,809 7,145

TOTAL 25,733 29,069

Dividend:

Your Directors are happy to recommend a Dividend of Rs 2.50 (Rs Two and Fifty NP) per share on 15,12,51,188 Equity Shares of Rs 10/- each fully paid up, for the year ended on 31st March, 2014. The total outgo on account of Dividend would be about Rs 4424.00 Lacs including Corporate Tax on Dividend. The Dividend, if approved by the shareholders at the ensuing 29th Annual General Meeting, shall be paid to all those Members, whose names appear on the Register of Members of the Company on the Books Closure Date i.e. on Tuesday 12th August, 2014.

OPERATIONS:

Vadodara Stations: Station – I (145 MW):

During the year under review, the Station generated 880.56 Million Units (MUs) at a Plant Load Factor (PLF) of 69.32% as against generation of 745.53 MUs at PLF of 58.69% during the preceding year. The Plant Availability Factor (PAF) was at 97.30% during the year under review as against 94.16% during the preceding year.

During the year under review, Hot Gas Path Inspection (HGPI) with Residual Life Assessment (RLA) of Gas Turbines (GT)-1 was carried out; Annual Inspection of Heat Recovery Steam Generator (HRSG) is also completed as per the schedule.

Station – II (165 MW):

During the year under review, the generation was 159.15 Million Units (MUs) at a Plant Load Factor (PLF) of 11.01% as against generation of 377.13 MUs at a PLF of 26.09% in the preceding year. The Plant Availability Factor (PAF) for the Station was higher at 99.63% for the year under review as against 94.26% during the preceding year.

During the year under review, Planned Shutdown of GT-4 and Annual Inspection of HRSG-4; were successfully completed.

During FY 2013-14 Vadodara Stations have earned Unscheduled Interchange (UI) Gain of Rs 15.72 Lacs.

Cumulative consistent efforts to operate plant auxiliaries at Optimum Level vis-à-vis Reduced PLF of Station-I & II have made it possible to achieve reduction in auxiliary consumption from 2.47% to 2.38% for the year under reference.

It is also heartening to note that despite the aging factor of main plant equipments, the operating parameters i.e. output and heat rate have been maintained due to proactive operation and maintenance practices and vigilant monitoring of the performance. The improved PAF for Station I & II for the year under review is the testimony of our commitment.

The lower PLF for Station-II is due to continuously depleting supply of domestic gas from Gail (India) Limited (GAIL) and RIL-Niko. The status of RIL''s imposition of full curtailment of gas supply from their KG D-6 field with effect from 1st March 2013 has remained unchanged, under Priority sector guidelines of Ministry of Power and Natural Gas (MoP&NG). The reduced generation is also on account of plant operation on partial

load and / or prolonged backing down of the plant by State Load Despatch Centre (SLDC) due to higher generation cost on imported R-LNG as fuel. However, continuous efforts are made to maintain optimum available supply of gas for the Stations. Currently, out of total gas requirements of 1.55 to 1.60 MMSCMD, 0.91 MMSCMD gas including R-LNG is tied up with GAIL and RIL-NIKO on long term basis. The remaining quantity is tied up with GAIL, Gujarat State Petroleum Corporation Ltd (GSPCL), and BPCL for supply of Spot gas on "as and when required" basis.

Long term agreement has been signed for supply of De- mineralized (DM) Water to Hettich India Pvt. Ltd., Vadodara. Long term agreement has been signed with Ishedu (Div. of Jayant Agro) for sharing the available spare capacity of infrastructure of Joint Water Supply Scheme (JWSS) of GIPCL and GACL. Services like Third Party Water Sample Analysis facilities on chargeable basis are also provided to interested parties.

During the year under review, implementation of various energy conservation jobs as well as new initiatives were undertaken. Major energy conservation and efficiency improvement measures by way of modification in various auxiliary equipments and redefining operational parameters have been successfully implemented as elaborated in the Annexure to this Report.

Your Directors are happy to inform that the Vadodara Stations have received National Award and Certificate consecutive for the second year for Excellence in Energy Management 2013 as an "ENERGY EFFICIENT UNIT" by Confederation of Indian Industries (CII).

Safety Performance:

The health and safety of all the employees is prime concern of the Company. Your Directors are happy to inform that your Company is making sincere and committed efforts to maintain the safety of plant equipment and creating a safe and healthy working environment for the employees. The Company has been spending an appropriate and sufficient amount for the health and safety related activities. Constant efforts are made to maintain accident free operations at all the locations. Your Company has adopted a comprehensive Health and Safety policy under the Integrated Management System (IMS). Vadodara Plant successfully completed accident free operations for the entire 2013–14.

Surat Lignite Power Plant (SLPP): Phase I (2 x 125 MW Units 1 & 2) and Phase II (2 x 125 MW Units 3 & 4):

During the year under review, Phase–I generated 1488.481 Million Units (MUs) at a Plant Load Factor (PLF) of 67.97% as against 1836.595 MUs at a PLF of 83.86% during the preceding

year. Plant Availability Factor (PAF) was 83.95% as against 92.29% during the preceding year.

Commercial availability was at 67.44% against 83.65% during the preceding year.

During the year under review, Phase-II generated 1528.982 MUs at a PLF of 69.82% as against 1770.890 MUs at a PLF of 80.86% during the preceding year. PAF was 84.78% as against 90.79% during the preceding year. Commercial availability was at 72.47% against 86.94% during the preceding year.

Due to prolonged and heavy rainfall during the monsoon, lignite supply to SLPP got interrupted which affected generation during the second and third quarters of the year under review. However, after the monsoon, with timely and positive efforts, the supply of lignite was streamlined and plant performance in the fourth quarter got improved.

Your Directors are happy to inform that as a result of such efforts, Phase-I could achieve highest ever daily generation of 6.159 MUs (102.65% PLF) on 6th February, 2014.

Similarly, Phase-II could achieve its lowest ever monthly Auxiliary Power Consumption 11.54% in the month of March, 2014. Phase-II also achieved highest ever daily generation of 6.122 MUs (102.03% PLF) on 3rd February, 2014.

Your Directors are pleased to inform that SLPP earned Rs 63.84 Lacs on account of Unscheduled Interchange (UI) charges up to 26th January, 2014.

Constant endeavors are being made to improve the overall performance of the Station, including technology improvement and modifications. The required maintenance program for the upkeep of the Units was undertaken during the year under review.

Your Directors would like to inform that your Company has cancelled Letters of Intent (LoIs) for 2 x 300 MW SLPP Expansion Power Project (SLPP Station II) as the Party could not submit the Contract Performance Bank Guarantee (PBG) for the Project as per terms and conditions of EPC Tender and LoIs.

Mining:

Your Directors are happy to inform that the performance of the Mining Division remained good during the year under review. Total requirement of lignite was met from our captive Vastan Mine and Mangrol Mine. To meet the demand of all the four Units, sufficient quantity of Lignite has been stocked for the operations during the monsoon.

Your Directors are pleased to inform that the Vastan Limestone Mine has bagged two First Prizes viz. ''Health, Safety, Welfare, OH and Vocational Training'' and ''Publicity propaganda and

Fire fighting'' at the ''3rd Gujarat Metalliferous Mines Safety Week-2012'' celebrated under the aegis of Directorate General of Mines Safety (DGMS).

5 MW PV based Solar Power Plant:

During the year under review, 5 MW PV based Solar Power Plant at SLPP, has generated 7.403765 MUs with 16.90% PLF.

Environment Protection:

The Company recognizes Environment Management as an integral function of its operations. Towards this end, the Company has adopted appropriate technology for control of pollutants at source.

Vadodara Plant:

Your Directors are pleased to inform that the initiative taken by your company in 2012 for providing water as well as oil testing analysis services to interested parties on chargeable basis as a part of diversification of activities and optimization of use of available infrastructure and resources for increasing revenues has received encouraging response.

Your Company has also imposed total ban on using thermocol and plastic below 40 micron size packing material for all incoming goods. Disposal of e-waste generated has been arranged through Central Pollution Control Board (CPCB) registered vendors.

Surat Lignite Power Plant (SLPP):

During the year under review, your company has replaced internals of six fields (out of twelve fields) of Unit-I Electrostatic precipitator during the annual overhauling at a total expenditure of Rs 288.90 lacs to reduce suspended particulate matter (SPM) emission through stack / chimney.

Your company has replaced the online dust and opacity monitoring system of Units - I and II with a total expenditure was Rs 10.74 lacs for monitoring and maintaining the stack emission parameters.

Your company has planted 1927 nos. of saplings (more than 90% survival rate) in the Plant premises for better green coverage.

Expansion Plans:

Up to 300 MW Wind Power Project.

Your Directors would like to inform that your Company has invited offers through International Competitive Bidding (ICB) route for setting up an up to 300 MW Wind Power Project on turnkey Engineering, Procurement, Construction (EPC) basis. The bids received are under evaluation.

Accreditation for Integrated Management System (IMS) under ISO certifications:

Your Directors are pleased to inform that during the year under review your Company has successfully maintained standard guidelines for IMS covering ISO:9001:2008, ISO: 14001:2004 and OHSAS 18001:2007 certification for Quality Management System (QMS), Environment Management System (EMS) and Occupational Health and Safety Assessment Series (OHSAS) and ISO 50001:2011 for Energy Management System (EnMS) Certification for its Power Stations at Vadodara and SLPP. Your company is one of the first group of Power Plants to have implemented and obtained ISO 50001:2011 Certification. Surveillance Audit for all the standards have been successfully conducted and accredited by TUV India Ltd. in May, 2014.

Subsidiary:

Your Directors are happy to inform that during the year under review, the Company''s wholly owned subsidiary GIPCL Projects and Consultancy Company Limited (GIPCO) has continued to perform successfully in the growing but highly competitive service sector. The Company has offered trouble-shooting and expert services for O&M practice and spares management to different operating power plants.

The Company under Employee Excellence Enhancement (EEE) program conducted various training programs for Power Plant personnel and Engineering Students round the year. The training activity has received encouraging response from the energy sector.

Public Deposits:

During the year 2013-14, your Company has not accepted / renewed any Fixed Deposit. As at the date of this Report, there is No Deposit either unpaid / unclaimed or due for transfer to Investor Education and Protection Fund (IEPF).

Listing Agreement Compliance:

Equity Shares of your Company are listed on Bombay Stock Exchange Ltd. (BSE), National Stock Exchange of India Ltd. (NSE) and Vadodara Stock Exchange Ltd. (VSE) and their Listing Fees for the FY 2014-15 have been paid and the conditions of the Listing Agreement have been complied with.

Insurance:

The properties and the insurable interest of the Company are adequately insured. The Company has also taken necessary insurance cover as required under the Public Liability Insurance Act, 1991.

Energy Conservation and Technology Absorption:

Your Directors are pleased to inform that consecutive for the second year, Confederation of Indian Industries (CII) has conferred GIPCL, Vadodara Plant, a National Award as an "Energy Efficient Unit" for excellence in Energy Management – 2013.

Directors'' Responsibility Statement:

The Board of Directors of the Company confirms:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

b) that the selected accounting policies were applied consistently and Directors 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 as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for 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

d) that the Annual Accounts have been prepared on a going concern basis.

Corporate Governance:

Your Company has been following good Corporate Governance practices and has complied with the requirements of Clause No. 49 of the Listing Agreement. A detailed report on Corporate Governance along with Certificate dated 1st July, 2014 issued by Practicing Company Secretay is annexed forming part of this Report.

Management Discussion and Analysis:

A report on Management Discussion and Analysis dealing with Business Operations and Performance, Research and Development, Expansion Project, Safety and Environment, Human Resource Development, Corporate Social Responsibility etc. is annexed forming part of this Report.

Directors:

Shri Raj Gopal, IAS, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Pursuant to the provisions of Sections 149, 152 read with Schedule IV of the Companies Act, 2013 (the Act) and amended Clause 49 of the Listing Agreement, your Directors recommend for your approval at the ensuing Annual General Meeting, appointment of Prof. Shekhar Chaudhuri, Prof. K M Joshi and Dr. P K Das, IAS (Retd.), as Independent Directors, to hold office for one year from the conclusion of this Annual General Meeting till the conclusion of next AGM.

During the year, Shri A K Dalvi, General Manager (O&ES), was nominated as Director on the Board of Directors of the Company by GACL vice Shri M S Dagur, IAS.

The Board places on record its sincere appreciation for the valuable guidance and support extended by Shri M S Dagur, IAS, during his tenure as Director of the Company.

Your Directors recommend for your approval appointment/ reappointment of Directors as stated above at the ensuing Annual General Meeting.

Particulars of Employees:

The information, as required under Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended and notification number G.S.R 289(E) dated 31st March, 2011 is not applicable since no Employee was paid remuneration during the year in excess of limits prescribed there under i.e. Rs 60.00 Lacs when employed throughout the year and Rs 5.00 Lacs per month when employed for a part of the year. Further, there was no employee holding 2% or more of the equity shares of the Company during 2013-14.

Auditors:

Internal:

K. N. Mehta & Co., Chartered Accountants, Vadodara, was Internal Auditors of the Company for the Financial Years 2009-10 to 2013-14. Following the principles of Corporate Governance, the Company keeps changing the firm so appointed in a period of three to five years. Accordingly, after following due process of selection, Vijay Tewar & Company, Chartered Accountants, Vadodara, has been appointed as Internal Auditors of the Company for the Financial Year 2014-15. The Audit Committee of Directors periodically reviews the reports of the Internal Auditors.

Statutory:

VCA & Associates, Chartered Accountants, Vadodara, retire and are eligible for reappointment. You are requested to appoint Statutory Auditors at this meeting till the conclusion of the next Annual General Meeting of the Company and to fix their remuneration.

Cost:

The Government of India, Ministry of Finance has issued Cost Audit Order under Section 233(B) of the Companies Act, 1956 to appoint Cost Auditor to audit the Cost records maintained by the Company in respect of "Electricity". Accordingly, the Board of Directors has appointed Y S Thakar & Co., Vadodara, as Cost Auditor of the Company for the Financial Year 2014-15. Approval of the Central Government to their appointment as Cost Auditor of the Company has been received.

Acknowledgements:

The Board of Directors places on record its gratitude and appreciation to the Government of India, Government of Gujarat, Financial Institutions, Banks, Insurance companies, Business Associates, Promoters, Shareholders and Employees of the Company for their valuable support and faith reposed by them in the Company.

For and On behalf of the Board

Date: 4th July, 2014. D J Pandian, IAS Place: Gandhinagar. Chairman


Mar 31, 2013

To The Members,

The Directors have pleasure to present the Twenty- Eighth Annual Report on the performance of your Company together with Audited Balance Sheet and Profit & Loss Account for the Financial Year ended 31st March, 2013 and the report of the Auditors thereon:

Financial Performance:

(Rs. in Lacs)

2012-13 2011-12

1. Net Sales 1,40,701 1,29,099

2. Other Receipts 2,329 1,493

3. Exceptional Income 6,015 0

4. Total Expenditure 87,353 87,673

5. Gross Profit: (1 2 3 - 4) 61,692 42,919 (before deducting any of the following)

(a) Finance Cost 10,515 11,893

(b) Depreciation 15,823 16,869

(c) Provision for Deferred Tax 7,928 (502)

(d) Provision for Current Income Tax 7,067 2,822

(e) Tax adjustment of earlier years (1,529) 1

6. Net Profit: 21,888 11,836

Add : Balance brought forward 7,181 12,240 from Previous Year

TOTAL 29,069 24,076

7. Less: Appropriations:

(i) General Reserve 7,500 5,000

(ii) Expansion Reserve 10,000 7,500

(iii) Proposed Dividend On Equity 4,424 4,395

Shares (including Dividend Tax)

(iv) Carried to Balance Sheet 7,145 7,181

TOTAL 29,069 24,076

Dividend:

Your Directors are happy to recommend a Dividend of Rs. 2.50 per share on 15,12,51,188 Equity Shares of Rs. 10/- each fully paid up, for the year ended on 31st March, 2013. The total outgo on account of Dividend would be about Rs. 4,424.00 Lacs including Corporate Tax on Dividend. The Dividend, if approved by the shareholders at the ensuing 28th Annual General Meeting, shall be paid to all those Members, whose names appear on the Register of Members of the Company on the Books Closure Date i.e. on 3rd, September, 2013.

OPERATIONS:

Vadodara Station – I (145 MW):

During the year the Station generated 745.527 Million Units (MUs) at a Plant Load Factor (PLF) of 58.69% as against generation of 833.650 MUs at PLF of 65.45% during the preceding year. The Plant Availability Factor (PAF) was at 93.34% during the year under review as against 97.73% during the preceding year.

During the year under review, Combustion Inspection of Gas Turbines (GT)-1; Annual Inspection of Heat Recovery Steam Generator (HRSG)-1, 2 & 3 and major overhauling of Steam Turbine Generator (STG)-1and Auxiliary were successfully completed during annual planned shut downs. Achieved improved Heat Rate by 30 Kcal / kWh.

Vadodara Station – II (165 MW):

During the year under review the generation was 377.130 MUs at a PLF of 26.09% as against generation of 668.739 MUs at a PLF of 46.14% in the preceding year. The PAF for the Station was higher at 94.26% for the year under review as against 91.65% during the preceding year.

During the year under review, GT-4 and Annual Inspection of HRSG-4; were successfully completed during annual planned shut downs.

Your Directors are happy to inform that during FY 2012-13 Vadodara Stations have earned Unscheduled Interchange (UI) gain of Rs. 122.79 Lacs.

The lower PLF is due to continuously depleting supply of domestic gas from GAIL and RIL-Niko. RIL has imposed full curtailment of gas supply from their KG D-6 field with effect from 1st March 2013, under Priority sector guidelines of MoPNG. The curtailment is attributed to drastic reduction of production of gas from the field. The reduced generation is also on account of plant operation on partial load and/ or prolonged backing down of the plant by State Load Dispatch Centre due to higher generation cost on imported R-LNG fuel. However, continuous efforts are made to maintain optimum available supply of gas for the Stations at Vadodara. Currently, out of total gas requirements of 1.55 to 1.60 MMSCMD for Vadodara Stations, 0.98 MMSCMD gas including R-LNG is tied up with GAIL (India) Ltd. and RIL-Niko on long term basis. The remaining quantity is tied up with Gujarat State Petroleum Corporation Ltd. (GSPCL), GAIL and BPCL for supply of Spot gas on "as and when required" basis.

Your Company is continuosly taking measures to earn revenue through optimized use of available infrastructure. Long term agreement has been signed with M/s. Hettich India Pvt. Ltd., Vadodara, for supply of De-mineralized (DM) Water and started Third Party Water Sample Analysis on chargeable basis.

During the year under review, Statutory Energy Audit, implementation of various energy conservation jobs as well as new initiatives were undertaken. Major energy conservation and efficiency improvement measures by way of modification in various auxiliary equipments and redefining operational parameters have been successfully implemented as elaborated in the Annexure to this Report.

Your Directors are happy to inform that the Vadodara Stations have been awarded the Winner''s Trophy for ''Good House Keeping'' for the year 2012-13 by Baroda Productivity Council.

Safety Performance:

The health and safety of all the employees and workers is prime concern of the Company. Your Directors are happy to inform that your Company is making sincere and committed efforts to maintain the safety of plant equipment and creating a safe and healthy working environment for the employees and workers. The Company is exclusively spending an appropriate and sufficient amount for the health and safety related activities. Constant efforts are made to maintain accident free operations at all the locations. Your Company has adopted a comprehensive Health and Safety policy under the Integrated Management System (IMS). Vadodara Plant successfully completed accident free operations for the entire 2012–13.

Surat Lignite Power Plant (SLPP):

Phase I (2 x 125 MW Units 1 & 2):

During the year under review, Phase–I generated 1836.595 MUs at a PLF of 83.86% as against 1475.794 MUs at a PLF of 67.20% during the previous year i.e. FY 2011-12. PAF was 92.29% as against 75.21% during the previous year.

Commercial availability was 83.65% against 65.85% during the corresponding period of last year.

Your Directors are happy to inform that 2x125 MW Phase-I achieved highest ever availability of 91.88% and 92.71% respectively during the year under review. Unit-2 achieved lowest ever specific DM water consumption (1.08% MCR).

Phase II (2 x 125 MW Units 3 & 4):

During the year under review, Phase-II generated 1770.890 MUs at a PLF of 80.86% as against 1452.799 MUs at a PLF of 66.16% during the previous year. PAF was 90.79% as against 73.61% during previous year. Commercial availability was 86.94% against 65.98% during the corresponding period of last year.

Your Directors are pleased to inform that during the year under review, Phase-II achieved highest ever Generation, PLF and Availability.

Your Directors are pleased to inform that SLPP earned Rs. 587.24 Lacs on account of Unscheduled Interchange (UI) charges up to 31st March, 2013 and has also achieved lowest ever specific oil consumption during the year under review (0.656 ml/kwh).

Constant endeavors are being made to improve the overall performance of the Station, including technology improvement and modifications. The required maintenance program for the upkeep of the Units was undertaken during the year under review.

Mining:

Your Directors are happy to inform that the performance of the Mining Division remained very good during the year under review. Total requirement of lignite was met from our captive Vastan Mine and Mangrol Mine and Limestone from Vastan Mine. To meet the demand of all the four Units, sufficient quantity of Lignite has been stocked for the operations during the monsoon.

Your Directors are happy to inform that during the year under review, Mangrol Mines have supplied highest ever 24,03,829 MT of lignite to Surat Lignite Power Plant (SLPP).

The Vastan Lignite Mine supplied 9,21,963 MT and 2,11,515 MT of lignite and limestone respectively during the year under review.

Your Directors are pleased to inform that the Vastan Limestone Mine has bagged two First Prizes viz. ''Health, Safety, Welfare, OH and Vocational Training'' and ''Publicity propaganda and Fire fighting'' at the ''3rd Gujarat Metalliferous Mines Safety Week- 2012'' celebrated under the aegis of Directorate General of Mines Safety (DGMS).

5 MW PV based Solar Power Plant:

Your Directors are happy to inform that the Solar Power Plant, successfully commissioned at SLPP in the last quarter of preceding year to promote Green Energy under the Government of Gujarat (GoG) Solar Policy, 2009, generated 7.620420 MUs with 17.40% PLF during the year under review.

Environmental Protection:

The Company recognizes Environment Management as an integral function of the operation. Towards this end, the Company has adopted appropriate technology for control of pollutants at source.

Vadodara Plant:

The Company has installed on-line flow meter and

pH meter for better control over quality of discharge of effluent as per the guidelines of the State Pollution Control Board.

Your Directors are pleased to inform that your Company has started providing water as well as oil testing and analysis services to interested parties on chargeable basis as a part of diversification of activities and optimization of use of available infrastructure and resources for increasing revenues.

Your Company has also imposed total ban on using thermocol and plastic below 40 micron size packing material for all incoming goods. Disposal of e-waste generated has been arranged through Central Government approved vendors.

Expansion Plans:

SLPP, Station – II: 2x300 MW Power Project

Your Directors are pleased to inform that your Company is also in the process of setting up a 2 x 300 MW Thermal Power Project (SLPP Station II) based on Circulating Fluidised Bed Combustion (CFBC) technology including development of a captive lignite mine thus increasing the generating capacity of SLPP to 1100 MW.

The Bids were invited through International Competitive Bid (ICB) route for the said Project. After Bids evaluation, Letter of Intent (LoI) has been issued to successful Bidder, M/s. Lanco Infratech Limited.

Accreditation for Integrated Management System (IMS) under ISO certifications:

Your Directors are pleased to inform that during the year under review your Company has successfully obtained ISO 50001:2011 for Energy Management System (EnMS) Certification for its Power Stations at Vadodara and SLPP. Your Company is one of the first group of Power Plants to have implemented and obtained ISO 50001: 2011 Certification. Your Company has also maintained standard guidelines for IMS covering ISO:9001:2008, ISO: 14001:2004 and OHSAS 18001:2007 certification for Quality Management System (QMS), Environment Management System (EMS) and Occupational Health and Safety Assessment Series (OHSAS). Re certification of IMS including EnMS has been accredited by M/s. TUV India Ltd. in May, 2013.

Subsidiary:

Your Directors are happy to inform that during the year under review, your Company has forayed in to fast growing Service Sector by incorporating GIPCL Projects and Consultancy Company Limited, a wholly owned Subsidiary Company. The Certificate of Incorporation and the Certificate of Commencement of Business were issued by the Registrar of Companies, Gujarat, (RoC) on 30th August, 2012 and 08th October, 2012 respectively.

The consolidated financial statements presented by the Company include financial information of its Subsidiary prepared in accordance with the applicable Accounting Standards. In accordance with the exemption granted vide General Circular No. 5/12/ 2007-CL-III dated 8th February, 2011, by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary company are not being attached with the Balance Sheet of the Company. However, the financial information of the Subsidiary company is disclosed in this Annual Report in compliance with the said Circular. The Company will make available the Annual Accounts and the related detailed information of the Subsidiary to any member of the Company as well as the member of Subsidiary, who may be interested in obtaining the same. The Annual Accounts of the Subsidiary will also be kept open for inspection at the Registered Office of the Company as well as the Registered Office of the Subsidiary at Vadodara. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Company.

Public Deposits:

During the year 2012-13, your Company has not accepted/renewed any Fixed Deposit. As at the end of the preceding financial year i.e. FY 2011-12, five Deposits aggregating to Rs. 80,000/- were unclaimed. The said Deposits were due for transfer to the Investors Education & Protection Fund (IEPF) during the year under review i.e. FY 2012-13 and have been accordingly transferred on due date(s). As at the date of this report, there are No Deposits, either unpaid / unclaimed or due for transfer to IEPF.

Listing Agreement Compliance:

Equity Shares of your Company are listed on Bombay Stock Exchange Ltd. (BSE), National Stock Exchange of India Ltd. (NSE) and Vadodara Stock Exchange Ltd. (VSE) and their Listing Fees for the FY 2013-14 have been paid and the conditions of the Listing Agreement have been complied with.

Insurance:

The properties and the insurable interest of the Company are adequately insured. The Company has also taken necessary insurance cover as required under the Public Liability Insurance Act, 1991.

Energy Conservation and Technology Absorption:

Pursuant to the provisions of Section 217(1)(e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, required information is given in Annexure-I forming part of this Report.

Your Directors are pleased to inform that Confederation of Indian Industries (CII) has conferred GIPCL Vadodara Stations a National Award as an "Energy Efficient Unit" for excellence in Energy Management – 2012.

Directors'' Responsibility Statement:

The Board of Directors of the Company confirms:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

b) that the selected accounting policies were applied consistently and Directors 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 as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for 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

d) that the Annual Accounts have been prepared on a going concern basis.

Corporate Governance:

Your Company has been following good Corporate Governance practices and has complied with the requirements of Clause No. 49 of the Listing Agreement. A detailed report on Corporate Governance along with Certificate dated 27th May, 2013, issued by Practicing Company Secretaries is annexed forming part of this Report.

Management Discussion and Analysis:

A report on Management Discussion and Analysis dealing with Business Operations and Performance, Research and Development, Expansion Project, Safety and Environment, Human Resource Developments, Corporate Social Responsibility etc. is annexed forming part of this Report.

Directors:

Prof. K.M. Joshi and Shri M.S.Dagur, IAS, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors recommend for your approval reappointment of Prof. K.M. Joshi and Shri M.S.Dagur, IAS, as rotational Directors at the ensuing Annual General Meeting.

Particulars of Employees:

The information, as required under Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended and Notification number G.S.R 289(E) dated 31st March, 2011 is not applicable since no Employee was paid remuneration during the year in excess of limits prescribed there under i.e. Rs. 60.00 Lacs when employed throughout the year and Rs. 5.00 Lacs per month when employed for a part of the year. Further, there was no employee holding 2% or more of the equity shares of the Company during 2012-13.

Auditors:

Internal:

M/s. K. N. Mehta & Co., Chartered Accountants, Vadodara, has been appointed as Internal Auditors of the Company for the Financial Year 2013-14. The Audit Committee of Directors periodically reviews the reports of the Internal Auditors.

Statutory:

M/s. VCA & Associates, Chartered Accountants, Vadodara, retire and are eligible for reappointment. You are requested to appoint Statutory Auditors at this meeting till the conclusion of next Annual General Meeting and to fix their remuneration.

Cost:

The Government of India, Ministry of Finance has issued Cost Audit Order under Section 233(B) of the Companies Act, 1956 to appoint Cost Auditor to audit the Cost records maintained by the Company in respect of "Electricity". Accordingly, the Board of Directors has appointed M/s. Y S Thakar & Co., Vadodara, as Cost Auditor of the Company for the Financial Year 2013-14. Approval of the Central Government to their appointment as Cost Auditor of the Company has already been received.

Acknowledgements:

The Board of Directors places on record its gratitude and appreciation to the Government of India, Government of Gujarat, Financial Institutions, Banks, Insurance companies, Business Associates, Promoters, Shareholders and Employees of the Company for their valuable support and faith reposed by them in the Company.

For and On behalf of the Board

Sd/-

Date : 3rd August, 2013. D.J. Pandian, IAS

Place : Gandhinagar. Chairman

 
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