Directors Report of Gujarat Industries Power Company Ltd.
Mar 31, 2018
The Directors have pleasure to present the Thirty Third Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2018.
Financial Performance:
(Rs. in Lakh)
|
2017-18 |
2016-1 7 |
|
|
Revenue from Operations |
1,36,395 |
1,31,056 |
|
Other Income |
5,124 |
7,102 |
|
Total Expenditure |
87,309 |
88,155 |
|
Gross Profit : (before deducting |
54,209 |
50,003 |
|
any of the following) |
||
|
(a) Finance Cost |
6,696 |
7,319 |
|
(b) Depreciation |
15,765 |
1 2,587 |
|
(c) Provision for Deferred Tax |
545 |
773 |
|
(d) Provision for Current Income |
6,753 |
6,400 |
|
Tax (including MAT credit |
||
|
entitlement) |
||
|
(e) Other Comprehensive Income |
2,792 |
2,263 |
|
(Net Of Tax) |
||
|
Net Profit including other |
27,242 |
25,187 |
|
comprehensive income: |
||
|
Add :Balance brought forward |
16,330 |
12,058 |
|
from Previous Year (including |
||
|
other Comprehensive Income) |
||
|
Surplus available for Appropriation |
43,572 |
37,245 |
|
Less: Appropriations: |
||
|
i. General Reserve |
9,000 |
8,000 |
|
ii. Expansion Reserve |
9,000 |
8,000 |
|
iii. Dividend On Equity |
4,915 |
4,915 |
|
Shares (including Dividend |
||
|
Tax) paid |
||
|
iv. Carried to Balance Sheet |
20,657 |
1 6,330 |
|
TOTAL |
43,572 |
37,245 |
Dividend:
Your Directors are pleased to recommend a Dividend of Rs.2.70 (Rupees Two and Paise Seventy) per share on 15,12,51,188 Equity Shares of Rs.10/- each fully paid up, for the year ended on 31st March, 2018 (Previous year Rs.2.70 per share). The Dividend, if approved by the Shareholders at the ensuing 33rd Annual General Meeting, shall be paid to those Members, whose names appear in the Register of Members of the Company as on 7th September, 2018. In respect of Shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on 07-09-2018.
OPERATIONS:
Vadodara Gas based Stations:
Station I (145 MW):
During the year under review, the Station generated 676.210 Million Units (MUs) at the Plant Load Factor (PLF) of 53.24% as against generation of 701.893 MUs at PLF of 55.26% during the preceding year. The Plant Availability Factor (PAF) was at 92.81% during the year under review as against 98.15% during the preceding year.
Planned Shutdown for improvement in Heat Rate of GT-1 and Renovation of Inlet Air Filter house and Exhaust System was carried out during the year. Major Overhauling of STG-1, Combustion Inspection of GT-2 and Statutory Annual Inspections of HRSG were also carried out during the year.
Your Directors are glad to inform that protecting the interest of Participating Units & Gujarat Urja Vikas Nigam Limited (GUVNL) to meet individual scheduled demand, Company qualified in competitive bidding and has received Letter of Award from GUVNL for the sale of 25 MW power on ''Round The Clock'' basis starting from 01/03/2018 to 19/05/2018 and further extended up to 30/06/2018. By virtue of the above initiative, operations of Station at optimum loading is ensured during lean period of power demand.
Station - II (165 MW):
The Power Purchase Agreement (PPA) with GUVNL expired on 31/07/2016 and considering the factors such as significant balance useful life of the plant, consistent power demand and especially during peak hours observed in the region, proximity of the plant at the heart of load centre, situated at Petrochemicals Complex etc. The Company has filed a petition with Gujarat Energy Regulatory Commission (GERC) for regulatory recourse to utilize the idle plant capacity in lieu of expiry of PPA, to mitigate peak shortages in the grid due to increased share of renewable energy associated with its uncertainty and variability requiring quick generation ramp rates at a short notice for safety and sustainability of the Grid.
During the year under review, under Short Term Open Access (STOA) this station has been scheduled for 35.62 Million Units (MUs) at a PLF of 5.12% as against generation of 59.011 MUs at a Plant Load Factor (PLF) of 4.08% in the preceding year under merit order dispatch.
Continuous efforts are made to maintain optimum available supply of gas for the Stations.
Company has also made commercial arrangements to supply surplus Demineralized (DM) water to some of the adjoining industries, which generates additional revenue and increases capacity utilization factor of the idle assets.
Surat Lignite Power Plant (SLPP):
Phase-I (2 x 125 MW Units 1 & 2):
During the year under review, Phase-I generated 1 589.341 Million Units (MUs) at a Plant Load Factor (PLF) of 72.57% as against 1 526.640 MUs at a PLF of 69.71% during the preceding year. Plant Availability Factor (PAF) was 83.24% as against 84.98% during the preceding year. Commercial availability was at 74.83% as against 78.87% during the preceding year. Low Plant Availability was mainly due to temporary disruption of supply of lignite due to prolonged monsoon.
Phase II (2 x 125 MW Units 3 & 4):
During the year under review, Phase-II generated 1 682.374 MUs at a PLF of 76.82% as against 1651.556 MUs at a PLF of 75.41% during the preceding year. Plant Availability Factor (PAF) was 85.41% as against 87.80% during the preceding year. Commercial availability was at 80.07% as against 86.41% during the preceding year.
Constant endeavors are being made to improve the overall performance of the Units, including technology improvement and modifications. The required maintenance program for the upkeep of the Units was undertaken during the year under review.
Mining:
During the year under review, Valia Lignite Mine recorded the highest ever lignite production of 29.06 Lakh Te as against 28.05 Lakh Te during the preceding year and highest ever limestone production of 2.86 Lakh Te from Vastan Limestone Mine as against 2.52 Lakh Te during the preceding year.
Most of the 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 for operations during monsoon, highest ever Lignite Stock of 6.29 Lakh Te has been created on 31/03/2018 as against the 4.95 Lakh Te on 31/03/2017.
5 MW PV based Solar Power Plant:
During the year under review, 5 MW PV based Solar Power Pl ant at SLPP generated 7. 03 4 MU s with 16.06% PLF as against 7.5 78 MUs with PLF of 1 7.30% during the preceding year.
Less generation and PLF during the year under review was mainly due to extended cloudy weather.
2 x 1 MW Distributed Solar Power Plants (DSPP):
During the year under review, the 1 MW Amrol DSPP generated 1.498 MUs at a Capacity Utilization Factor (CUF) of 17.10% and the 1 MW Vastan DSPP generated 1.283 MU at a CUF of 14.64% respectively.
Major activities were carried out in Agriculture field during the year under review under the guidance of Navsari and Anand Agricultural Universities.
Your Directors are pleased to inform that this novel concept of Distributed Agri Solar Power Project has received National Level "Golden Peacock Eco-Innovation" Award of the Institute of Directors, New Delhi.
112.4 MW Wind Power Projects:
The Company has total installed and commissioned capacity of 112.4 MW of Wind Power Projects at different sites across State of Gujarat.
During the year under review, the 112.4 MW Wind farms have generated 252 . 7 M U s at a Capacity Utilization Factor (CUF) of 25.66%.
2 x 40 MW Solar Power Projects at Gujarat Solar Park, Charanka:
Your Directors are pleased to inform that your Company has successfully commissioned 2x40 MW Solar Power Projects at Gujarat Solar Park, Village Charanka, District Patan during the year under review and Plot - 1 (40 MW) has generated 32.81 MUs with 19.26% CUF whereas Plot - 3 (40 MW) has generated 38. 73 MUs with 19.85% CUF since Unit Commercial Operation (Plot-1: 20 MW - 27.09.201 7, balance: 20 MW - 14.10.2017; Plot-3: 30 MW - 03.09.2017, balance: 10 MW - 27.09.2017).
Safety Performance:
The health and safety of al l the employees is the prime concern of the Company. Your Directors are pleased to inform that your Company is making sincere and committed efforts to maintain the safety of Plant equipment and creating a safe and heal thy work environment for the employees. The Company has been spending 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).
Your Directors are glad to inform that the Company has successfully completed accident free operations for the entire year under review i.e. FY 2017-18.
Safety Audit is conducted through external competent agency to en sure zero accident and cover al l employees and contract workmen for safety related training.
Environmental Protection:
The Company recognizes Environment Management as an integral function of its operations. Towards this end your Company has adopted appropriate technology for control of pollutants at source. Vadodara Plant:
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 h as been arranged through Central Pollution Control Board (CPCB) registered Vendors. Surat Lignite Power Plant (SLPP):
During the year under review, your Company replaced total internals of four fields and partially replaced internals of one field (out of fourteen fields) of Unit-4 Electrostatic Precipitator (ESP), total internals of One field (out of twelve fields) of Unit-2 ESP during annual over hauling at total expenditure of Rs.385.08 Lakh to reduce suspended particulate matter (SPM) emission through stack / chimney.
Your Company planted 201 nos. of saplings (100% survival rate) in the Plant and Colony premises for better green coverage.
Growth Pl ans:
75 MW (AC) Solar Power Project at Charanka:
Your Directors are pleased to inform that your Company has emerged as successful Bidder for 75 MW (AC) Solar Power Project during reverse e-auction for 500 MW Solar Power Project held by Gujarat Urja Vikas Nigam Limited (GUVNL). The Company has issued LoI for Engineering, Procurement & Construction (EPC) contract on 19/03/2018 to Bharat Heavy Electricals Limited (BHEL) for the said Solar Power Project at Gujarat Solar Park, Charanka.
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 1 8001:2007 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 Pl ants to have impl emented and obtained ISO 50001:201 1 Certification. Surveillance Audit for all the standards including up gradation of Quality and Environment Management System Standards (2015 version) have been successfully conducted in May, 2018 which is accredited by TUV India Limited and is also valid for FY 2018-19.
Awards and Accolades:
During the year under review, Valia Lignite Mine has won overall second prize for the Overall Performance among the lignite mines of Gujarat State, from Director General of Mining Safety during Gujarat Lignite Mines Safety & Swachhata Week 2017-18. Valia Mine has also won prizes for ''Record Maintenance'', ''Publicity, Propaganda & House Keeping and ''Thrust Area (Safety Management Plan)'' and Vastan Lignite Mine has won prizes for ''Health, First Aid & Vocational Training'', ''Survey Office, Pl an s & Sections'' and ''Mine Illumination & Electrical Installations''.
Vastan Limestone Mine has won First prize for the Systematic & Scientific Development among the 74 Limestone and Bauxite Mines of Gujarat State during 25th Environment & Mineral Conservation Week 201718. Vastan Limestone Mine has also won prizes for ''Mineral Conservation'' and ''Publicity, Propaganda & House Keeping''.
SLPP received National Energy Management Award- 2017 for Outstanding Performance in Energy Conservation conferred by Confederation of Indian Industry (CII), Hyderabad and identified as ''Energy Efficient Unit''.
For Outstanding Performance in Environment Management, SLPP received ''Environment Excellence Award- 201 7'' conferred by Mission Energy Foundation jointly promoted by Ministry of Power (MoP), Ministry of Environment and Forest & Climate Change (MoEF and CC) and Ministry of Science and Technology. National Award for Fly Ash Utilization in F.Y. 2017-18 was awarded to SLPP by Mission Energy Foundation jointly supported by Ministry of Environment & Forest and Climate Change (MoEF & CC), Ministry of Power, Coal, Renewable Energy, Ministry of Road and Highways, Ministry of Science and Technology & Ministry of Urban Development.
Subsidiary:
During the previous Financial Year 2016-17, the Company had approached the National Company Law Tribunal (NCLT), Ahmedabad Bench seeking its approval to the Scheme of Arrangement (the Scheme) in the nature of Merger of the Company with its wholly owned subsidiary GIPCL Projects and Consultancy Company Limited (GIPCO). The Hon''ble NCLT, vide its Orders dated 06/1 1/201 7 had approved the Scheme, subject to fulfilling certain conditions by GIPCL. In view of the cost involved, your Board had decided to go for Voluntary Liquidation of GIPCO under the Insolvency and Bankruptcy Code (IBC), 2016 instead of the Scheme of Arrangement in the nature of Merger.
On application, the National Company Law Tribunal (NCLT), Ahmedabad Bench has allowed Gujarat Industries Power Company Limited and GIPCL Projects and Consultancy Company Limited to withdraw their respective Applications seeking approval of the Hon''ble Bench to the Scheme of Arrangement in the nature of Merger of GIPCO with GIPCL & vide its two separate Orders dated 26/04/2018, recalled the earlier order dated 06/1 1/201 7.
Public Deposits:
During the year 2017-18, your Company has not accepted/renewed any Fixed Deposit. As on the date of this Report, there is No Deposit either unpaid / unclaimed or due for transfer to Investors'' Education and Protection Fund (IEPF).
Particulars of loans, guarantees or investments:
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, form part of the Notes to the financial statements provided in this Annual Report.
Listing Regulations compliance:
Equity Shares of your Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and their Listing Fees for the FY 2018-19 have been paid.
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 (CSR) Initiatives:
As part of its CSR initiatives, the Company has undertaken projects in the areas of Health, Education, Livelihood, Development of Village Infrastructure, 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''.
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. These measures have resulted in conserving about 2.59 million cubic meter of gas fuel equivalent to 2468 MToE at Vadodara Station and 13.29 Million Units (MUs) electrical energy at SLPP.
Related Party Transactions:
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.
All related party transactions are placed before the Audit Committee and also the Board for approval. Omnibus approval of the Audit Committee has been obtained for transactions which are of repetitive nature.
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure ''E'' and forms part of this Report.
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/ corporate-policies.htm
None of the Directors has pecuniary relationships or transactions vis-a-vis the Company.
Vigil Mechanism or Whistle Blower Policy:
The Company has a Vigil Policy / 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/corporate-policies.htm
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, 2018 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;
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; and
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:
A detailed report on Corporate Governance along with Certificate dated 24th May, 2018 issued by J J Gandhi & Co., Practicing Company Secretaries, Vadodara (CP No. 2515) 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:
The Board of Directors review the Report on Risk Management and Risk Minimization on quarterly basis. The provisions of Listing Regulations relating to Risk Management are not presently applicable to the Company.
Directors:
Government of Gujarat (GoG) vide Notification/ Resolution dated 7th August, 2018, has appointed Shri Raj Gopal , I AS (DI N : 022523 58), Principal Secretary, Energy & Petrochemicals Department (EPD), as Chairman of your Company vice Shri Sujit Gulati, IAS, (DIN: 001 77274) w.e.f. 7th August, 2018.
The Board of Directors of you r Company has appointed Shri Raj Gopal, IAS (DIN:02252358) as Additional Director and Chairman of the Company w.e.f. 07.08.201 8. Shri Raj Gopal, IAS (DIN: 02252358) holds office of Director up to the date of the ensuing 33rd Annual General Meeting (AGM) of the Company.
Your Directors recommend for your approval Resolution at Sr. No. 5 of the Notice of the 33rd AGM for appointment of Shri Raj Gopal, IAS, as Nominee Director of the Company.
The Board places on record its sincere appreciation for the leadership, valuable guidance and support extended by Shri Sujit Gulati, IAS during his tenure as Chairman of the Company.
Vide Notification No. AIS/35.2018/29/G dated 18th August, 2018, Government of Gujarat (GoG), General Administration Department has placed the services of Smt. Vatsala Vasudeva, IAS (DIN: 0701 7455) for appointment as Managing Director of your Company vice Smt. Shahmeena Husain, IAS (DIN: 03584560).
Accordingly, pursuant to the provisions of Article 94, 95 & 96 of the Articles of Association of the Company, the Board of Directors has appointed Smt. Vatsala Vasudeva, IAS (DIN: 0701 7455) as Additional Director and Man aging Director of your Company vice Smt. Shahmeena Husain, IAS (DIN : 03584560) w.e.f. 20th August, 2018.
The Board places on record its sincere appreciation for the leadership and valuable contributions made by Smt. Shahmeena Husain, IAS, during her tenure as Managing Director of the Company.
Your Directors recommend for your approval resolution at Sr. 6 of the Notice of 33rd AGM for appointment of Smt. Vatsala Vasudeva, IAS (DIN: 0701 7455) as Director and Managing Director of the Company.
The 32nd AGM was held on 18th September, 2017, post which IDBI Bank Limited has vide its letter dated 10th May, 2018, withdrawn the nomination of Shri Janakiraman M (DIN: 06919906), with immediate effect and the same was noted by the Board of Directors. The Board places on record its sincere appreciation for the guidance and support extended by Shri Janakiraman M, during his tenure as Director of the Company.
Shri Pankaj Joshi, IAS (DIN: 05323992) and Shri Milind Torawane, IAS (DIN: 03632394), 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 for the re-appointment of Shri Pankaj Joshi, IAS (DIN: 05323992) and Shri Milind Torawane, IAS (DIN: 03632394) as Directors of the Company, liable to retire by rotation, as stated in the Notice of the 33rd AGM.
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: http://www.gipcl.com/corporate-policies.htm
Performance Evaluation of Board, Committees and Directors:
Pursuant to the provisions of Section 178(2) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination & Remuneration (N R) Committee of Directors to, inter alia, evaluate the performance of Directors, the Board and various Committees of the Board.
Appraisal of each Director of the Company is based on the broad criteria mentioned below as required under the provisions of 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 Com pany 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; and
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 th e authority under th e 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 manner as it is done for other Directors of the Company except the Director being evaluated.
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 criteria.
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. The Company has disclosed the criteria laid down by the NR Committee for performance evaluation, on its website 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.1.02 Crores when employed throughout the year and Rs.8.50 Lakh 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 2017-18.
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.
The detail s of top ten employees in term s of remuneration drawn during the year 2017-18 is given at Annexure ''F'' to this Board''s Report.
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 3:30 p.m. to 5:30 p.m. on all working days of the Company up to the date of the ensuing 33rd AGM. N one of such employees is a relative of any Director of the Company.
None of such employees hold [by themselves or along with their spouse and dependent children(s)] more than two percent of the equity shares of the Company.
Auditors:
Internal:
K N Mehta & Company, Chartered Accountants, Vadodara, (ICAI Firm Reg. No.:1 06242W) were appointed as Internal Auditors of the Company for the Financial Year 2017-18 and they have submitted their Report to the Audit Committee of Directors.
K N Mehta & Company, Chartered Accountants, Vadodara, (ICAI Firm Reg. No.:106242W) have been appointed as Internal Auditors of the Company for the Financial Year 2018-19.
The Audit Committee of Directors periodically reviews the reports of Internal Auditors.
Statutory:
The Members at their 30th AGM have appointed K C Mehta & Co., Chartered Accountants, Vadodara (ICAI Firm Reg. No.:106237W) as Statutory Auditors of the Company, for a period of five consecutive financial years i.e. from FY 2015-16 to FY 2019-20.
The Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Second Amendment Rules, 2018, have done away with the provision of ratification of the appointment of Statutory Auditors for each year.
Cost:
Cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013, have been maintained by your Company during the year under review.
Diwanji & Associates, Cost Auditors, Vadodara (Firm Registration No.:1 00227) were appointed as Cost Auditors of the Company for the Financial Year 2017-18.
The Board of Directors has appointed Diwanji & Company (Firm Registration No.:000339) as Cost Auditors of the Company for the Financial Year 2018-19. Resolution at Sr.No. 8 of the Notice of 33rd AGM is recommended for ratification of the Members for the remuneration payable to Cost Auditors for the Financial Year 2018-19.
Secretarial:
J J Gandhi & Co., Practicing Company Secretaries, Vadodara, (CP No. 2515) have been appointed as Secretarial Auditors of the Company for the year 201718. Report of J J Gandhi & Co. for the Financial Year 2017-18 ended on 31st March, 2018 in the prescribed Form-MR 3 is annexed to this Report as Annexure ''B''. Your Company is in the process of appointing one more Independent Director to be compliant with the provisions of Regulation 1 7(1)(b) of the Listing Regulations.
Extract of Annual Return:
The details forming part of the extract of Annual Return in prescribed Form MGT-9 is annexed to this Report as Annexure ''D''.
Your Directors further state that, the Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and no case was reported during the year under review. 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
Shri Raj Gopal, IAS
Date: 29th August, 2018. Chairman
Place: Gandhinagar (DIN: 02252358)
Mar 31, 2017
To
The Members,
The Directors have pleasure to present the Thirty Second Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2017. Financial Performance:
(Rs, in Lakhs)
|
2016-17 |
2015-16 |
|
|
Revenue from Operations |
1,31,056 |
1,35,223 |
|
Other Income |
7,102 |
3,621 |
|
Total Expenditure |
88,155 |
95,104 |
|
Gross Profit : |
50,003 |
43,740 |
|
(before deducting any of the following) |
||
|
(a) Finance Cost |
7,319 |
7,557 |
|
(b) Depreciation |
12,587 |
11,213 |
|
(c) Provision for Deferred Tax |
773 |
1,110 |
|
(d) Provision for Current Income Tax |
6,400 |
5,035 |
|
(including MAT credit entitlement) |
||
|
(e) Other Comprehensive Income |
2,263 |
(47.80) |
|
(Net of Tax) |
||
|
Net Profit including other |
25,187 |
18,777 |
|
comprehensive income: |
||
|
Add : Balance brought forward from |
12,058 |
9,836 |
|
Previous Year (including other |
||
|
Comprehensive Income) |
||
|
Surplus available for Appropriation |
37,245 |
28,613 |
|
Appropriations : |
||
|
General Reserve |
8,000 |
6,000 |
|
Expansion Reserve |
8,000 |
6,000 |
|
Dividend On Equity Shares |
4,915 |
4,555 |
|
(including Dividend Tax) paid |
||
|
Carried to Balance Sheet |
16,330 |
12,058 |
|
TOTAL |
37,245 |
28,613 |
Dividend:
Your Directors are happy to recommend a Dividend of Rs, 2.70 (Rupees Two and Paise Seventy) per share on 15,12,51,188 Equity Shares of Rs, 10/- each fully paid up, for the year ended on 31st March, 201 7 (Previous Year Rs, 2.70 per share). The Dividend, if approved by the Shareholders at the ensuing 32nd Annual General Meeting (AGM), shall be paid to those Shareholders, whose names appear on the Register of Members of the Company as on the Books Closure Date i.e. on 11th August, 2017. In respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on that date.
OPERATIONS:
Vadodara Gas based Stations:
Station - I (145 MW):
During the year under review, the Station generated 701.893 Million Units (MUs) at a Plant Load Factor (PLF) of 55.26% as against generation of 719.485 MUs at PLF of 56.49% during the preceding year. The Plant Availability Factor (PAF) was at 98.15% during the year under review as against 96.71% during the preceding year.
Planned shutdown for Combustion Inspection of GT#1, Annual Maintenance of all the three Heat Recovery Steam Generators (HRSGs), Hot Gas Path Inspection (HGPI) of GT#2 and Major Inspection of GT#3 HRSG was carried out during the year. In-house modification of Inverted Guide Vein (IGV) was successfully carried out in GT#3.
The Station achieved highest ever daily PLF @ 90.10% on 21.03-2017.
Station - II (165 MW):
During the year under review, the generation was 59.011 Million Units (MUs) at a Plant Load Factor (PLF) of 4.08% as against generation of 235.478 MUs at a PLF of 16.25% in the preceding year. The Plant Availability Factor (PAF) for the Station was 33.42% for the year under review as against 96.65% during the preceding year. PAF for the Station was lower due to expiry of Power Purchase Agreement (PPA) with Gujarat Urja Vikas Nigam Limited (GUVNL), on 31/07/2016.
Annual Maintenance of HRSG was carried out during the year. HRSG kept under preservation.
Your Directors are glad to inform that as a result of consistent efforts to operate the Plant auxiliaries at Optimum Level and energy conservation measures during the year under review the auxiliary consumption has come down to 2.5% for the year under review, which is 0.5% less than the normative level of 3%.
It is also heartening to note that despite the ageing factor of the 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 for the year under review is the testimony of our commitment.
PLF was low mainly due to prolonged backing down by State Load Dispatch Centre (SLDC).
Continuous efforts are made to maintain optimum available supply of gas for the Stations. Currently, out of total gas requirement for Vadodara Stations, gas is tied up with GAIL (India) Ltd. (GAIL). The remaining quantity is tied up, with Gujarat State Petroleum Corporation Ltd (GSPCL), for supply of Spot gas on "as and when required" basis.
Long term agreement has been signed with Hettich India Pvt. Ltd., Vadodara, for sharing the available spare capacity of De-mineralized (DM) Water.
During the year under review, sale of 50036 Kilo Litres (KL) DM water has been achieved as compared to sale of 21880 KL of DM water achieved during the preceding year, an increase of 115%. Your Company is planning expansion of DM water Plant and exploring possibilities to lay DM water pipe line network to reach bulk customers in the nearby Industrial areas.
Long term agreement has been signed with Ishedu (Division of Jayant Agro Limited) 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 have been 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 ''C'' annexed to this Report.
It gives immense pleasure to inform that the Vadodara Plant of your Company has been conferred the National level "Energy Efficient Unit - Award - 2016" by the Confederation of Indian Industry (CII), Hyderabad.
Your Directors are pleased to inform that the Gas based Power Plant at Vadodara has been awarded First Prize, at the "National Energy Conservation Award - 2016" in Thermal Power Plant Sector category by the Ministry Of Power (MoP), Govt. of India.
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 work environment for the employees. Your Company has been spending 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). Your Directors are glad to inform that the Vadodara Plant has successfully completed accident free operations for the entire year under review i.e. FY 2016-17. Safety Audit has been planned through external competent agency to ensure zero accident and cover all employees and contract workmen for safety related training.
Surat Lignite Power Plant (SLPP):
Phase-I (2 x 125 MW Units 1 & 2):
During the year under review, Phase-I generated 1526.640 Million Units (MUs) at a Plant Load Factor (PLF) of 69.71% as against 1643.210 MUs at a PLF of 74.83% during the previous year. Plant Availability Factor (PAF) was 84.98% as against 89.03% during the previous year. Low grid demand resulted into loss in PLF by 10.93% during the year under review against 10.57% during the previous year.
Less plant Availability / Generation during the year under review is mainly because of planned outage of both the Units. Capital Overhauling of Unit-1 and Annual Overhauling of Unit-2 was carried out during the second quarter of F.Y. 2016-17. During the preceding year, Annual Overhauling of only Unit-2 was carried out. In Unit-1, minor maintenance work was carried out during F.Y. 2015-16 for seven days.
Commercial availability was at 78.87% as against 83.74% during the previous year.
Phase II (2 x 125 MW Units 3 & 4):
During the year under review, Phase-II generated 1651.556 MUs at a PLF of 75.41 % as against 1440.694 MUs at a PLF of 65.61 % during the preceding year. PAF was 87.80% as against 75.88% during the preceding year.
Commercial availability was at 86.41 % as against 75.1 7% during the previous year.
Constant endeavors are being made to improve the overall performance of the Units, 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 performance of Mining Division was excellent during the year under review. During the year under review, Valia Lignite Mine recorded the highest ever production of 28.05 Lakh Te as against 26.84 Lakh Te during the preceding year.
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 operations during monsoon.
Your Directors are glad to inform that during the year under review, Valia Lignite Mine has won prizes for ''Overall'', ''Thrust Area (Slope Stability)'',''Health, First Aid & Vocational Training'' ,''Survey Office, Plans and Sections'', ''Best Publicity, Propaganda & House Keeping'' categories and Vastan Lignite Mine has won prizes for ''Maintenance of HEMM'' and ''Health, First Aid & Vocational Training'' categories, at Gujarat level, from Director General of Mines Safety.
It is a matter of pride for all of us to note that your Company has received three National Safety Awards (Mines) from the Ministry of Labour & Employment, Govt. of India, at the hands of Hon''ble President of India viz. two Winner Awards for Vastan Lignite Mine for the year 2013 & year 2014 and one Runner Award for Mangrol Lignite Mine for the year 2013.
5 MW PV based Solar Power Plant:
During the year under review, 5 MW PV based Solar Power Plant at SLPP generated 7.58 MUs with 17.30% PLF as against 7.73 MUs with PLF of 17.61% during the preceding year.
Less generation and PLF during the year under review was due to extended cloudy weather during monsoon season.
2 x 1 MW Distributed Solar Power Plants (DSPPs):
During the year under review, your Company successfully commissioned the Govt. of Gujarat (GoG) sponsored, Grid connected two Distributed Solar Pilot plants of 1 MW each at Village Amrol, Dist.: Anand in Central Gujarat in April, 2016 and at Village Vastan, Taluka Mangrol, Dist.: Surat in South Gujarat in May, 2016 respectively.
These Power plants have been developed on Research & Development basis with novel concept of cultivation of agriculture crops under the Solar Panels by reusing water used to clean the Solar Panels and drip Irrigation facility.
During the year under review, the 1 MW Amrol DSPP generated 1.365 MUs at a Capacity Utilization Factor (CUF) of 16.83% and the 1 MW Vastan DSPP generated 1.21 MU at a CUF of 15.20% respectively.
The DSPP have been acknowledged as one of the innovative Projects, in the book titled "Book on Innovations - for the PM Award for Excellence'' released by the Hon''ble Prime Minister of India. Further, your Directors are pleased to inform that this novel concept of Agri Solar Power Project has received National Level "Golden Peacock Eco-Innovation" Award of the Institute of Directors, New Delhi.
Environmental Protection:
The Company recognizes Environment Management as an integral function of its operations. Towards this end, your 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 spare 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 total internals of five fields and partially replaced internals of two fields (out of fourteen fields) of Unit-4 Electrostatic precipitator during the annual overhauling at a total expenditure of Rs, 389.54
Lakhs to reduce suspended particulate matter (SPM) emission through stack / chimney.
Your Company planted 3080 nos. of saplings (more than 90% survival rate) in the Plant and Colony premises for better green coverage.
Expansion Plans:
Wind Power Projects:
The Company had issued two Letters of Intent (LoIs), both dated 01.09.2014 on Leitwind Shriram Manufacturing Ltd. (LSML), Chennai on EPC turnkey basis for setting up Wind Power Projects of 27 MW (18 x 1.5 MW) at Village Kotadapitha and 24 MW (16 x 1.5 MW) at Village Jambarwada, Taluka Babra, Dist.: Amreli, Gujarat respectively.
Due to inordinate delay in Project execution by LSML it was decided by your Directors to terminate the LoI for 24 MW (16 x 1.5 MW) at the Jambarwada Site.
Thereafter, in view of the financial difficulties faced by LSML, the LoI for the 27 MW Wind Based Power Project at Village Kotadapitha was truncated to 15 MW. The said 15 MW Project has been commissioned in November 2016.
During the year under review, the 15 MW Kotadapitha Wind Farm generated 32.35 MUs at a CUF of 28.04%.
97.4 MW Wind Power Projects:
Your Directors are pleased to inform that the 97.4 MW Wind Farms, at various locations in Gujarat, have been commissioned, in phased manner by March 201 7 i.e. ahead of schedule. During the year under review, the 26 MW Rojmal Wind Farm generated 13.29 MUs at a CUF of 13.12%; and the 71.4 MW Wind Farms at three different locations generated 36.47 MUs at a CUF of 22.15%.
2 x 40 MW Solar Power Projects at Gujarat Solar Park, Charanka: Your Directors are pleased to inform that your Company had emerged as successful Bidder in the e-reverse auction for 2 x 40 MW Solar Power Projects at Gujarat Solar Park, Village Charanka, Dist.: Patan, Gujarat under the National Solar Mission, Phase II, Batch IV on EPC basis. The Company has issued two LoIs to M/s. Vikram Solar Private Limited (VSPL), Kolkata for the said two Solar Power Projects.
Your Directors are happy to inform that 40 MW capacity has been successfully commissioned and certified by Solar Energy Corporation of India Limited (SECI) and the balance capacity will be commissioned by August / September, 2017. There has been slight delay in commissioning of the balance capacity due to heavy rain and floods in the area during July / August, 201 7. Empanelment as Channel Partner by the Ministry of New and Renewable Energy (MNRE), Government of India (GoI):
Your Directors feel proud to inform that your Company has been empanelled by the MNRE, GoI, as Channel partner under the Grid Connected Rooftop and Small Power Plants Programme.
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 50001:2011 Certification. Surveillance Audit for all the Standards have been successfully conducted and accredited by TUV India Ltd. in May, 2017.
Subsidiary:
During the year under review, the Company''s wholly owned subsidiary GIPCL Projects and Consultancy Company Limited (GIPCO) has been struggling to perform for the consecutive fifth year in the highly competitive service sector.
With a view to achieve administrative and operational convenience, your Directors have decided to merge GIPCO with GIPCL. The services offered / provided by GIPCO will be continued through respective verticals of GIPCL.
Public Deposits:
During the year 2016-17, 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 and Protection Fund (IEPF).
Particulars of loans, guarantees or investments:
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.
Listing Regulations compliance:
Equity Shares of your Company are listed on Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) and their Listing Fees for the FY 2017-18 have been paid.
Insurance:
The properties and the insurable interest of the Company are adequately insured. Your Company has also taken necessary insurance cover as required under the Public Liability Insurance Act, 1991.
Corporate Social Responsibility (CSR) Initiatives:
As part of its CSR initiatives, your Company has undertaken projects in the areas of Health, Education, Livelihood, Development of Village Infrastructure, Land loser focused intervention, 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''.
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. These measures have resulted in conserving about 6.99 MUs electrical energy.
Related Party Transactions:
There was no materially significant Transaction made by the Company with Directors or Key Managerial Personnel or other designated persons which may have potential conflict with the interests of the Company.
All related party transactions are placed before the Audit Committee as also the Board for approval. Omnibus approval of the Audit Committee has been obtained for transactions which are of repetitive nature.
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, are given in Annexure E to and forms part of this Report.
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/corporate-policies.htm
None of the Directors has pecuniary relationships or transactions
vis-a-vis the Company.
Vigil Mechanism or Whistle Blower Policy:
The Company has a Vigil Policy / 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/corporate-policies.htm 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, 201 7 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;
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; and
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:
A detailed report on Corporate Governance along with Certificate dated 18th May, 2017 issued by CS JJ Gandhi, 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:
The Board of Directors review the Report on Risk Management and Risk Minimization on quarterly basis. The provisions of Listing Regulations relating to Risk Management are not presently applicable to the Company.
Directors:
Since the 31st AGM held on 23/09/2016, there were following changes in Board of Directors of your Company:
GUVNL nominated Shri Pankaj Joshi, IAS (DIN:01532892) as Director vice Smt. Shahmeena Husain, IAS (DIN:03584560) w.e.f.20/10/2016.
The Board places on record its sincere appreciation for the valuable guidance and support extended by Smt. Shahmeena Husain, IAS, during her tenure as Director of the Company.
Vide Notification dated 12/05/2017, the General Administration Dept.,(GAD), Government of Gujarat (GoG) has placed the services of Smt. Shahmeena Husain, IAS, (DIN:03584560) for appointment, holding additional charge, as Managing Director of your Company vice Smt. Sonal Mishra, IAS (DIN:03461909).
Accordingly, pursuant to the provisions of the Article 95 of Articles of Association of the Company, the Board of Directors has appointed Smt. Shahmeena Husain, IAS as Additional Director and Managing Director of the Company w.e.f. 20/05/ 2017 vice Smt. Sonal Mishra, IAS.
The Board places on record its sincere appreciation for the leadership and valuable contributions made by Smt. Sonal Mishra, IAS, during her tenure as Managing Director of the Company.
IDBI Bank Limited nominated Shri Shalil Awale (DIN: 06804536) as Nominee Director vice Shri Ashok Kumar (DIN: 07317803) w.e.f. 20/10/2016.
The Board places on record its appreciation for the valuable guidance and support extended by Shri Ashok Kumar, during his tenure as Director of the Company.
Thereafter, IDBI Bank Limited nominated Shri Janakiraman M (DIN: 06919906) as Nominee Director vice Shri Shalil M Awale (DIN: 06804536) w.e.f. 10/08/2017.
The Board places on record its appreciation for the valuable guidance and support extended by Shri Shalil M Awale, during his tenure as Director of the Company.
Dr. Ajay N. Shah (DIN: 01141239) has resigned as Director of the Company w.e.f. 11/01/2017.
The Board places on record its appreciation for the valuable guidance and support extended by Dr. Ajay N. Shah, during his tenure as Director of the Company.
Consequent to transfer of Shri Sanjeev Kumar, IAS (DIN:03600655) by GoG vide GAD Notification dated 1 3th June, 2017, the Finance Department, GoG vide its Order dated
1 5.07.201 7 nominated Shri Milind Torawane, IAS (DIN:03632394), Secretary (Expenditure), GoG as Director on the Board of Directors vice Shri Sanjeev Kumar, IAS (DIN:03600655).
The Board places on record its appreciation for the valuable guidance and support extended by Shri Sanjeev Kumar, IAS, during his tenure as Director of the Company.
Shri P K Gera, IAS (DIN: 05323992) and CS V V Vachharajani (DIN: 00091677), 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. Nos. 03, 04, 06, 07 and 08 of the Notice dated 11th August, 2017 of the 32nd AGM.
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 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 1 78 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 manner as it is done for other Directors of the Company except the Director being evaluated.
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. The Company has disclosed the criteria laid down by the NR Committee for performance evaluation, on its website 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, 1.02 Crores when employed throughout the year and Rs, 8.50 Lakhs 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 2016-17.
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.
The details of top ten employees in terms of remuneration drawn during the year 2016-17 is given at Annexure F to this Board''s Report.
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 3:30 p.m. to 5:30 p.m. on all working days of the Company up to the date of the ensuing 32ndAGM. None of such employees is a relative of any Director of the Company. None of such employees hold [by themselves or along with their spouse and dependent children(s)] more than two percent of the equity shares of the Company.
Auditors:
Internal:
Vijay Tewar & Co., Chartered Accountants, Vadodara, (ICAI Firm Reg. No.:111422W), were appointed as Internal Auditors of the Company for the Financial Year 2016-17 and they have submitted their Report to the Audit Committee of Directors.
K N Mehta & Company, Chartered Accountants, Vadodara, (ICAI Firm Reg. No.:106242W), have been appointed as Internal
Auditors of the Company for the Financial Year 2017-18. The Audit Committee of Directors periodically review the reports of Internal Auditors.
Statutory:
The Members at their 30th AGM have appointed K C Mehta & Co., Chartered Accountants, Vadodara (ICAI Firm Reg. No.:106237W), as Statutory Auditors of the Company, for a period of five consecutive financial years i.e. from FY 2015-16 to FY 2019-20. Pursuant to the provisions of Section 139 of the Act, appointment of Statutory Auditors has to be ratified by the Members at every AGM. Accordingly, resolution at Sr. No. 5 of the Notice of 32nd AGM is recommended for approval of the Members for ratification of the appointment of Statutory Auditors, for the Financial Year 2017-18.
Cost:
Y S Thakar & Co., Cost Auditors, Vadodara (ICWA Firm Registration No.:00318), were appointed as Cost Auditors of the Company for the Financial Year 2016-17.
The Board of Directors has appointed Diwanji & Associates, Vadodara (ICWA Firm Registration No.:100227), as Cost Auditor of the Company for the Financial Year 2017-18.
Resolution at Sr. No.10 of the Notice of 32nd AGM is recommended for ratification of the Members for the remuneration payable to Cost Auditors for the Financial Year 201 7-18.
Secretarial:
JJ Gandhi & Co., Practicing Company Secretaries, Vadodara, (CP No. 2515) have been appointed as Secretarial Auditor of the Company for the year 2016-17. Report of JJ Gandhi & Co. for the Financial Year 2016-17 ended on 31st March, 2017 in the prescribed Form-MR 3 is annexed to this Report as Annexure ''B''.
Extract of Annual Return:
The details forming part of the extract of the Annual Return in prescribed Form MGT 9 is annexed to this Report as Annexure ''D''.
Your Directors further state that during the year under review, no case was filed 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
Sujit Gulati, IAS
Date: 18th August, 2017. Chairman
Place:Gandhinagar (DIN:00177274)
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-Ã -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 2013Â14.
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, PhaseÂI 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 2012Â13.
Surat Lignite Power Plant (SLPP):
Phase I (2 x 125 MW Units 1 & 2):
During the year under review, PhaseÂI 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 Â
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
Mar 31, 2012
The Directors have pleasure to present the Twenty-Seventh Annual
Report on the performance of your Company together with Audited Balance
Sheet and Profit & Loss Account for the Financial Year ended 31st
March, 2012 and the report of the Auditors thereon:
Financial Performance:
(Rs. in Lacs)
2011-12 2010-11
1. Net Sales 1,29,099 1,07,795
2. Other Receipts 1,493 1,553
3. Total Expenditure 87,673 77,572
4. Gross Profit : ( 1 2-3) 42,919 31,776
(before deducting any
of the following)
11,893 7,160
(a) Finance Cost
16,869 12,508
(b) Depreciation
(502) (2,983)
(c) Provision for Deferred Tax
2,822 2,415
(d) Provision for Current Income Tax
1 (3,619)
(e) Tax adjustment of earlier years
5. Net Profit: 11,836 16,295
Add : Balance brought forward 12,240 10,340
from Previous Year
TOTAL 24,076 26,635
6. Less: Appropriations :
(ii) General Reserve 5,000 3,000
(iii) Expansion Reserve 7,500 7,000
(iv) Proposed Dividend On Equity 4,395 4,395
Shares (including Dividend Tax)
(iv) Carried to Balance Sheet 7,181 12,240
TOTAL 24,076 26,635
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, 2012. The total outgo on account of Dividend would
be about Rs. 4395.00 Lacs including Corporate Tax on Dividend. The
Dividend, if approved by the shareholders at the ensuing 27th Annual
General Meeting, shall be paid to all those Members, whose names shall
appear on the Register of Members of the Company on the Books Closure
Date i.e. on Friday, 21st September, 2012.
OPERATIONS :
Vadodara Station à I (145 MW) :
During the year the Station generated 833.65 Million Units (MUs) at a
Plant Load Factor (PLF) of 65.45% as against generation of 1017.46 MUs
at PLF of 80.10% during the preceding year. The Plant Availability
Factor (PAF) was at 97.73% during the year under review as against
94.72% during the preceding year.
The lower PLF achieved during the year is mainly due to considerable
reduction in supply of Domestic gas (APM gas) from GAIL. Increasing
price of Spot R-LNG has resulted in increased generation cost, leading
to reduction in drawl of power by all the Constituents and also backing
down of machine(s).
All planned shut downs including Hot Gas Path Inspection of GT-3 were
completed during the year under review.
Vadodara Station à II (165 MW) :
During the year under review the generation was 668.74MUs at a PLF of
46.16% as against generation of 843.55 MUs at a PLF of 58.36% in the
preceding year. Residual Life Assessment (RLA) Study of HRSG#4 was
carried out on completion of one lakh operating hours of the Station.
The PAF for the Station was also higher at 91.65% for the year under
review as against 89.21% during the preceding year.
The PLF achieved from Vadodara Station was considerably lower as
compared to preceding year mainly on account of reduction in supply of
domestic gas i.e. from GAIL's onshore / offshore fields & RIL-Niko's KG
D6 field, increasing cost of Imported Spot gas and also due to backing
down of the Plant as per Grid Demand.
Your Directors are pleased to inform that your Company has been making
all possible efforts to maintain adequate supply of gas for the gas
based Power Stations at Vadodara. Currently out of total gas
requirements of 1.55 to 1.60 MMSCMD for Vadodara Stations, 0.98 MMSCMD
is tied up with GAIL (India) Ltd. including R-LNG and RIL-NIKO on long
term basis. The remaining quantity is tied up with Gujarat State
Petroleum Corporation Ltd. (GSPCL) and GAIL for supply of Spot gas on
"as and when required" basis.
Your Directors are happy to inform that for optimum utilization of the
available capacity and pipeline network of Joint Water Supply Scheme -
JWSS - with GACL, your Company has started service of sharing this
spareable capacity to other neighboring Industries from June 2011, on
payment of charges.
Further, in order to optimally utilize available capacity of
De-mineralized Water (DM Water) Plant at Vadodara, your Company has
taken initiative of supplying DM Water to interested parties on
chargeable basis.
During the year under review major energy conservation and efficiency
improvement measures by way of modification in various auxiliaries 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 equipment
and creating a safe and healthy working environment for the employees.
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).
Surat Lignite Power Plant (SLPP) :
Phase I (2 x 125 MW Units 1 & 2) :
During the year under review, Unit à 1 suffered from unexpected and
unusual forced outage for a total period of ninety six days due to
major failure of the Rotor. This resulted into lower generation by
Phase-I i.e. 1475.794 MUs at a PLF of 67.20% as against 1743.79 MUs at
a PLF of 79.63% during the preceding year. During this outage period,
various jobs related to annual overhaul have been carried out by
advancing annual planned shutdown schedule which would result in higher
availability of the Unit in the next financial year. After total repair
works, this Unit has started generating w.e.f. 6.4.2012 and the
performance is very satisfactory.
Phase II (2 x 125 MW Units 3 & 4) :
After commencing operations in April, 2010, various initial teething
problems have been satisfactorily resolved during the year under
review. As a result, Phase-II achieved higher generation of 1452.80 MUs
at a PLF of 66.16% as against 874.34
MUs at a PLF of 42.55% of the preceding year. Your Directors wish to
inform that SLPP would now be able to give much better performance
during the coming years.
Constant endeavors are being made to improve the overall performance of
the Station, including technology improvement and modifications. The
required maintenance programme 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 monsoon. During the year under review, Mangrol Mine
has supplied 13,30,182 MT of lignite to the Power Plant.
Your Directors are happy to inform that the total quantity of lignite
and limestone mined from Vastan Lignite Mine during the year under
review was 17,11,954 MT and 2,18,464 MT respectively, which is an all
time record.
5 MW PV based Solar Power Plant :
Your Directors are happy to inform that your Company has forayed in
promoting Green Energy under Government of Gujarat (GoG) Solar Policy
2009 à a step towards control of carbon emission à by successfully
commissioning a 5 MW PV based Solar Power Plant at SLPP on 27th
January, 2012 i.e. within 7 months of selection of the Site.
The Solar Power Plant has generated 1528.54 MW (1.52854 MUs) till 31st
March, 2012.
Environmental Protection :
The Company recognizes Environment Management as an integral function
of the operation. Towards this end, your 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 discharge of effluent as per the guidelines of the State
Pollution Control Board.
Additional pH meters have also been installed at strategic places for
optimum usage of chemicals in cooling water system.
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. This is as per recently issued guidelines
by MoEF-GoI for protection of environment and land contamination.
Expansion Plans :
SLPP, Station à II: 2x250 MW 20% Power Project
Your Directors are pleased to inform that your Company is also in the
process of setting up a 2 x 250 MW ( 20%) 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 1000 MW plus.
The Bids have been invited through International Competitive Bid (ICB)
route for the said Project. 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) for its Power Stations at Vadodara and SLPP and has
achieved renewal of the Certification by M/s. TUV India Ltd.
Public Deposits :
During the year 2011-12, your Company has not accepted/ renewed any
Fixed Deposit. The Company has repaid on time all claimed Deposits
along with Interest up to the due date. As at the date of this report
five Deposits aggregating to Rs. 80,000/- have remained
un-encashed/unclaimed.
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 2012-13 have been
paid and the conditions of the Listing Agreement have been complied
with.
Insurance :
All 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 Conversation and Technology Absorption :
Pursuant to the provisions of Section 217(1)(e) of the Companies
Act,1956 read with the Companies (Disclosures of Particulars in the
report of the Board of Directors) Rules, 1988, required information is
given in Annexure-I forming part of this Report.
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, 2012 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 30th May, 2012 issued by Practicing Company Secretary
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. Shekhar Chaudhuri and Shri H. R. Brahmbhatt, Directors of the
Company retire by rotation at the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment.
Shri P H Rana, ceased to be Director w.e.f. 21st October, 2011
consequent to his resignation as Nominee Director of Gujarat Urja Vikas
Nigam Ltd. (GUVNL).
Your Directors place on record their deep appreciation for the vision
and leadership provided by Shri P H Rana during his tenure as Director
of the Company.
Shri Mukesh Puri, IAS was appointed as Nominee Director of GUVNL w.e.f.
21st October, 2011 vice Shri P H Rana. Vide letter dated 04th July,
2012, nomination of Shri Mukesh Puri, IAS was withdrawn and Shri Raj
Gopal, IAS has been nominated as Director representing GUVNL w.e.f. 5th
July, 2012 vice Shri Mukesh Puri, IAS.
Your Directors place on record their deep appreciation for the vision
and leadership provided by Shri Mukesh Puri, IAS during his tenure as
Director of the Company.
Shri D C Jain has been nominated by IDBI Bank Ltd. as a Director on the
Board of Directors of the Company in place of Shri G A Tadas, w.e.f.
28th May, 2012.
Your Directors place on record their deep appreciation for the vision
and leadership provided by Shri G A Tadas during his tenure as Director
of the Company.
Shri H. R. Brahmbhatt has been nominated by Gujarat State Fertilizers
and Chemicals Limited (GSFC) as a Director on the Board of Directors of
the Company in place of Shri Atanu Chakraborty, IAS, w.e.f. 17th
August, 2012.
Your Directors place on record their deep appreciation for the vision
and leadership provided by Shri Atanu Chakraborty, IAS, during his
tenure as Director of the Company.
Your Directors recommend for your approval reappointment of Prof.
Shekhar Chaudhuri and Shri H. R. Brahmbhatt as rotational Directors at
the ensuing Annual General Meeting.
Particulars of Employees :
The information as required under Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 as
amended and Notification No. G.S.R 289(E) dated 31st March, 2011 is
not applicable since no Employee was paid remuneration during the year
under review in excess of limits prescribed there under i.e. Rs. 60.00
Lacs when employed throughout the year and Rs. 5.00 Lacs when employed
for part of the year. Further, there was no employee holding 2% or more
of the equity shares of the Company during 2011-12.
Auditors :
(i) Internal:
M/s. K. N. Mehta & Co., Chartered Accountants, Vadodara, has been
appointed as Internal Auditors of the Company for the Financial Year
2012-13. The Audit Committee of Directors periodically reviews the
reports of the Internal Auditors.
(ii) Statutory:
M/s. VCA & Associates, Chartered Accountants, Vadodara, retire and are
eligible for reappointment. You are requested to appoint Statutory
Auditors and to fix their remuneration.
(iii) 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. Kailash Sankhlecha & Associates, Vadodara, as Cost Auditor of the
Company for the Financial Year 2012-13. Approval of the Central
Government to their appointment as Cost Auditor of the Company is in
process.
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 : 17th August, 2012. D J Pandian, IAS
Place : Gandhinagar. Chairman
Mar 31, 2011
The Members,
The Directors have pleasure to present the Twenty- Sixth Annual Report
on the performance of your Company together with Audited Balance Sheet
and Profit & Loss Account for the Financial Year ended 31st March, 2011
and the report of the Auditors thereon:
Financial Performance:
(Rs. in Lacs)
2010-11 2009-10
1. Net Sales 1,07,795 93,912
2. Other Receipts 1,553 1,353
3. Total Expenditure 77,698 72,000
4. Gross Profit : (1 2-3) 31,650 23,266
(before deducting any
of the following)
(a) Interest 7,034 1,624
(b) Depreciation 12,508 8,804
(c) Provision for Deferred Tax (2,983) (324)
(d) Provision for Current 2,415 2,220
Income Tax
(e) Tax adjustment of earlier years (3,619) 263
5. Net Profit 16,295 10,678
Add: Balance brought forward 10,340 10,071
from Previous Year
26,635 20,749
6. Appropriations :
General Reserve 3,000 2,000
Expansion Reserve 7,000 4,000
Proposed Dividend 4,395 4,409
(including Dividend Tax)
Carried to Balance Sheet 12,240 10,340
TOTAL 26,635 20,749
Dividend
Your Directors are happy to recommend a Dividend of Rs. 2.50 per share
(i.e.@ 25%) on 15,12,51,188 Equity Shares of Rs.10/- each fully paid up,
for the year ended on 31st March, 2011. The total outgo on account of
Dividend shall be about Rs. 4395.00 Lacs including Corporate Tax on
Dividend. The Dividend, if approved by the shareholders at the ensuing
26th Annual General Meeting, shall be paid to all those Members, whose
names shall appear on the Register of Members of the Company on the
Books Closure Date i.e. on Tuesday, the 13th September, 2011.
OPERATIONS:
Vadodara Station à I (145 MW CCPP):
Your Directors are happy to inform that Gas Based Station-I at Vadodara
achieved Plant Load Factor (PLF) of 80.10% for the year under review.
During the year under review the Station generated 1017.46 Million
Units (MUs) at a PLF of 80.10% as compared to 1204.73 MUs at a PLF of
94.85% in the preceding year. Planned shut downs including the major
inspection of GT 2 were taken during the year. The Plant Availability
Factor (PAF) was maintained at 94.72% during the year.
Vadodara Station à II (165 MW CCPP):
During the year under review the Station generated 843.55 MUs at a PLF
of 58.36% (Commercial PLF of 81.7%) as compared to 1064.38 MUs at a PLF
of 73.64% in the preceding year. The Station has undergone scheduled
overhaul during the year under review. The Station had PAF of 89.21%
for the year. The PLF achieved was considerably lower as compared to
preceding year mainly on account of shortage of gas from RIL-NikoÃs KG
D6 field and also due to backing down of the Plant as per Grid demand.
Your Directors are pleased to inform that your Company has been making
all possible efforts to tie up adequate supply of gas for the gas based
Power Stations at
Vadodara. Currently out of total gas requirements of 1.55 to 1.60
MMSCMD for Vadodara Stations, 1.01 MMSCMD is tied up with GAIL (India)
Ltd. (GAIL) and RIL -Niko on firm long term basis. The remaining
quantity is tied up with Gujarat State Petroleum Corporation Ltd
(GSPCL) and GAIL for supply of Spot gas on "as and when required"
basis.
During the year under review major energy conservation and efficiency
improvement measures by way of modification in various auxiliaries and
redefining operational parameters have been successfully implemented.
Safety Performance:
The health and safety of all the employees is prime concern of the
Company. 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 is exclusively
spending approx. Rs. 19.00 Lacs 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).
Surat Lignite Power Plant (SLPP):
Phase I of the Station achieved a PLF of 79.63% with generation of
1743.79 MUs as compared to 1826.75 MUs at a PLF of 83.41% in the
preceding year.
Constant endeavors are being made to improve the overall performance of
the Stations, including technology improvement and modifications. The
required maintenance programme for upkeep of the Units was undertaken
during the year under review.
Mining:
Your Directors are happy to inform that the performance of Mining
Division remained very good during the year under review. Total
quantity of lignite was met from our captive Vastan Mine and Mangrol
Mine and Limestone from Vastan Mine. To meet the demand of Units 3 & 4
of SLPP Expansion, Lignite production of Mangrol Mine was also started
from 22nd May 2010 and sufficient quantity of Lignite has been stocked
for the operations of Phase II Expansion Project - Units 3 and 4 -
during monsoon. During the year under review, total overburden removal
in Mangrol Mine was 15.23 Million CuM and has supplied 6.77 Lac tonnes
of lignite.
Your Directors are happy to inform that the total quantity of lignite
and limestone mined from Vastan Lignite Mine during the year under
review was 18.42 lac te and 1.68 lac te respectively, which is an all
time record.
Expansion Plans:
SLPP Station-I, Phase II : 2x125 MW (Unit-3 & 4) Expansion Project
Unit-3
Your Directors are happy to inform that Unit-3 of 2x125 MW Expansion
Project Ãpending its Performance Guarantee test was declared
commercially available to the State grid in terms of Power Purchase
Agreement (PPA) with Gujarat Urja Vikas Nigam Ltd. (GUVNL) from 19th
April, 2010 and has been supplying power to the State grid in
accordance with PPA. Unit-3 has been capitalized in the books of
accounts of the Company during 2010-11.
Unit -4
Your Directors are happy to inform that Unit 4 of 2x125 MW Expansion
Project - pending its Performance Guarantee test was also declared
commercially available to the State grid in terms of PPA with GUVNL
from 28th April, 2010 and has been supplying power to the State grid in
accordance with PPA. Unit-4 has been capitalized in the books of
accounts of the Company during 2010-11.
Thus Phase II of the Station commenced its operations during April 2010
and generated 874.34 MUs at a PLF of 42.55%. The PAF was maintained at
60.89%. The Station is in the process of stabilized operations.
SLPP Station ÃII: 2x250 MW 20% Power Project
Your Directors are pleased to inform that your Company is also in the
process of setting up a 2 x 250 MW ( 20%) 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 1000 MW Plus.
The Bid / tender have been invited through International Competitive
Bid (ICB) route for the said Project. The Bids received are under
evaluation.
Green Energy Initiative:
Your Directors are happy to inform that your Company has decided to
foray in promoting Green Energy under Government of Gujarat (GoG) Solar
Policy 2009 Ã a step towards control of carbon emission. GoG has
approved an allocation of 5 MW PV based grid connected solar power
plant to your Company. PPA for the same has been signed with GUVNL in
December 2010. Project activities are initiated with efforts to achieve
commissioning by end December 2011.
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) for its Power Stations at Vadodara and SLPP and has
achieved renewal of the certification by M/s TUV India Ltd.
Public Deposits:
During the year 2010-11, your Company has not accepted/renewed any
Fixed Deposit. The Company has repaid on time all claimed Deposits
along with Interest up to the due date. As at the date of this report 8
Deposits aggregating to R.1,52,000/- have remained
un-encashed/unclaimed.
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 2011-12 has been
paid and the conditions of Listing Agreement have been complied with.
Insurance:
All 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 Conversation and Technology Absorption:
Pursuant to the provisions of Section 217(1)(e) of the Companies
Act,1956 read with the Companies (Disclosures of Particulars in the
report of the Board of Directors) Rules, 1988, required information is
given in Annexure-I forming part of this Report.
Directorsà Responsibility Statement:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, 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, 2011 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 49 of Listing Agreement. A
detailed report on Corporate Governance along with Certificate dated
24th May, 2011 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:
Dr. P K Das, IAS (Retd.) and Shri P H Rana, Directors of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
Shri C L Meena, IAS has ceased to be Director w.e.f. 9th August, 2011
consequent to his transfer from Finance Dept. as Principal Secretary,
Revenue Department, Govt. of Gujarat.
Your Directors place on record their deep appreciation for the vision
and leadership provided by Shri C L Meena, IAS during his tenure as
Director of the Company.
Shri Atanu Chakraborty, IAS has been appointed as Director of the
Company w.e.f. 9th August, 2011 consequent upon his nomination by
Gujarat State Fertilizers & Chemicals Ltd. vice Shri H V Patel, IAS.
Your Directors place on record their deep appreciation for the vision
and leadership provided by Shri H V Patel, IAS during his tenure as
Director of the Company.
Shri M S Dagur, IAS has been appointed as Director of the Company
w.e.f. 9th August, 2011 consequent upon his nomination by Gujarat
Alkalies & Chemicals Ltd. vice Dr. Guruprasad Mohapatra, IAS.
Your Directors place on record their deep appreciation for the vision
and leadership provided by Dr. Guruprasad Mohapatra, IAS during his
tenure as Director of the Company.
Your Directors recommend for your approval reappointment of Dr. P K
Das, IAS (Retd.) and Shri P H Rana 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 forms part of this Report. Any shareholder interested in
seeking this information may write to Company
Secretary of the Company at the Regd. Office of the Company. Further,
there was no employee holding 2% or more of the equity shares of the
Company during 2010-11.
Auditors:
(i) Internal:
M/s. K. N. Mehta & Co., Chartered Accountants, Vadodara has been
appointed as Internal Auditors of the Company for the Financial Year
2011-12. The Audit Committee of Directors periodically reviews the
reports of the Internal Auditors.
(ii) Statutory:
The CompanyÃs Statutory Auditors M/s. VCA & Associates, Chartered
Accountants, Vadodara retire and are eligible for reappointment. You
are requested to appoint Statutory Auditors and to fix their
remuneration.
(iii) 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. Kailash Sankhlecha & Associates, Vadodara as Cost Auditor of the
Company for the Financial Year 2011-12. 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 : 19th August, 2011. D.J. Pandian, IAS
Place : Gandhinagar. Chairman
Mar 31, 2010
The setting up of your Company in June, 1985, heralded a new era of
Joint Sector Power Generation in the State of Gujarat and in the
Country and now your Company will be completing 25 years of its
business on 1st June, 2010. Your Directors have immense pleasure to
present the Twenty-Fifth Annual Report together with Audited Statement
of Accounts of your Company for the Financial Year ended 31st March,
2010:
(A) Financial Results
(Rs. in Lacs)
2009-10 2008-09
1. Net Sales 93,912 1,15,499
2. Other Receipts 1,385 1,619
3. Total Expenditure 72,032 94,484
4. Gross Profit : (1+2-3) 23,265 22,634
(before deducting any of the
following)
(a) Interest 1,624 2,956
(b) Depreciation 8,804 8,788
(c) Impairment of Assets -- 47
(d) Provision for Deferred Tax (324) 162
(e) Provision for Current Income Tax 2,220 2,107
(f) Fringe Benefit Tax -- 42
(g) Tax adjustment of earlier years 263 --
5. Net Profit: 10,678 8,532
Add : Balance brought forward
from Previous Year 10,071 11,432
20,749 19,964
6. Less: Appropriations :
(i) General Reserve 2,000 2,000
(ii) Expansion Reserve 4,000 4,000
(iii) Proposed Dividend On 4,409 3,893
Equity Shares
(including Dividend Tax)
(iv) Carried to Balance Sheet 10,340 10,071
TOTAL 20,749 19,964
(B) Dividend
Your Directors are happy to recommend Dividend for the year ended 31st
March, 2010 @ Rs 2.50 per equity share (i.e. 25%) on 15,12,51,188
Equity Shares. The net outgo on account of Dividend shall be Rs. 4,409
Lacs including Corporate Dividend Tax.
The Dividend, if approved at the ensuing 25th Annual General Meeting,
shall be paid to all those Members, whose names shall appear on the
Register of Members of the Company on the Book Closure Date i.e. on 8th
September, 2010.
(C) Operations :
-- VADODARA STATION - I (145 MW CCPP):
Your Directors are happy to inform that Gas Based Station-I at Vadodara
achieved Highest ever Plant Load Factor (PLF) of 94.85% - since
commissioning of this plant in 1991-92 - for the year under review.
The Station during the year under review generated 1204.73 Million
Units at a PLF of 94.85% as compared to 1061.67 Million Units at a PLF
of 83.58% in the preceding year. The PLF of the year under review has
improved considerably due to increased availability of Gas from RIL
NIKO. Planned shut downs including the Major inspection of GT1 were
taken during the year. The availability factor was maintained at 96.38%
during the Financial Year under review.
-- VADODARA STATION - II (165 MW CCPP):
During the year under review the Station generated 1064.38 Million
Units at a PLF of 73.64% as compared to 1118.19 Million Units at a PLF
of 77.36% in the preceding year. The Station has undergone scheduled
overhaul during the financial year under review. The Station had a high
availability factor of 93.42% for the year. The PLF achieved was lower
by about 4% as compared to previous year mainly on account of backing
down of the Plant due to Grid demand.
Your Directors are pleased to inform that your Company has been making
all possible efforts to tie up adequate supply of gas for the gas based
Power Stations at Vadodara. Currently out of total gas requirements of
1.55 to 1.60 MMSCMD for both Vadodara Station I & Station II, 1.01
MMSCMD is tied up with M/s. GAIL (India) Ltd and RIL-NIKO on firm long
term basis. The remaining quantity is tied up on fall back basis with
RIL NIKO and Gujarat State Petroleum Corporation Ltd. (GSPCL).
Your Directors are happy to inform that during the financial year under
review major energy conservation and efficiency improvement measures by
way of modification in various auxiliaries and redefining operational
parameters have been successfully implemented.
Safety Performance:
Your Directors are happy to inform that your Company completed 4269
days (11 years) of accident free Plant Operation at Vadodara Plant.
Constant efforts are made to maintain accident free operations at all
the locations.
-- SURAT LIGNITE POWER PLANT (SLPP):
The Station achieved a Plant Load Factor (PLF) of 83.41% with
Generation of 1826.753 Million Units as compared to 1747.472 Million
Units at a PLF of 79.79% in the preceding year.
The Station also achieved lowest raw water consumption (2.39 MGD)
during the year. Constant endeavors are being made to improve the
overall performance of the Station, including technology improvement
and modifications. The required maintenance programme for the up keep
of the units was undertaken during the year.
MINING:
Performance of the Mining Division remained very good during the year
under review. The total quantity of lignite and limestone were met from
our captive Vastan Mine. To meet the demand of Units 3 & 4 of SLPP
Expansion, overburden removal of Mangrol Mine was also started from
25th December, 2009 and at the end of the financial year, the total
overburden removal in the Mangrol mine was 5.3 Million CuM and expected
to supply nearly 2 lacs tonnes of lignite before the monsoon of
2010.The total quantity of lignite and limestone mined from Vastan
Lignite Mine in the Financial Year 2009-10 were 18.36 lakh Te and 1.59
lakh Te respectively, which is an all time record. The overburden
removal in the year 2009- 10 was 30.97 million CuM against the last
years overburden removal of 21.06 Million CuM, which is also an all
time record, and thereby ensuring sufficient lignite exposure and stock
also for all the Units before monsoon of 2010.
Expansion Plans:
(i) SLPP Phase II : 2x125 MW (Unit-3 & 4) Expansion Project
Unit -3
Your Directors would like to inform that Unit 3 of 2x125 MW Expansion
Project was synchronized on 22nd December, 2009. After synchronization,
the machine faced some technical problems relating to Electrical Power
System thereby causing tripping of the said Machine. At that time
certain damages were noticed in Turbine-Generator components. Hence
certain parts of the said Unit 3 Machine had to be shipped to M/s. BHEL
at their Hyderabad works as the repairing of the same was not possible
at site. After repairs those materials/ equipments were received during
the first fortnight of March, 2010 at Project Site. Then after carrying
out required erection activities the Machine was put back in operation
after such balance work.
The said Unit 3 was again synchronized and your Directors are happy to
inform you that this Unit of 125 MW - pending its Performance Guarantee
test and capitalization in the books of accounts - was declared
commercially available to the State grid in terms of Power Purchase
Agreement (PPA) with Gujarat Urja Vikas Nigam Limited (GUVNL) from 19th
April, 2010 and has been supplying power to the State grid in
accordance with PPA provisions.
Unit -4
Unit 4 of 125 MW at Surat Lignite Power Plant was synchronized in
March, 2010 and some oil leakage was noticed. Accordingly, EPC
Contractor namely M/s BHEL team set right the said problem and the Unit
was put to full load in April, 2010. Your Directors are pleased to
inform you that Unit 4 of 125 MW also - pending its performance
guarantee test and capitalization in the books of Accounts - was
declared commercially available to the State grid in terms of PPA with
GUVNL from 28th April, 2010 and has been supplying power to the grid in
accordance with PPA provisions.
The Mining Division including the work of overburden removal is
progressing well. Sufficient quantity of Lignite has been stocked for
the operation of both the Units 3 and 4 during monsoon.
(ii) SLPP Station -II: 2x250 MW + 20% Power Project
Your directors are pleased to inform that your Company is also in
process of setting up a 2 x 250 MW (+ 20%) 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 1000 MW Plus.
The Bid/ tender documents for International Competitive Bid (ICB) route
for 2x250 MW (+20%) at SLPP are being finalized and tenders inviting
bids will be published in the first week of June,2010.
-- ACCREDITATION FOR INTEGRATED MANAGEMENT SYSTEM UNDER ISO
CERTIFICATIONS:
Your Directors are pleased to inform that during the year under review
your Company has got re- certification for Integrated Management System
(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) for its Power Stations at Vadodara and SLPP from M/s TUV
India Ltd.
(D) Secured Term Loans:
During the year, the Company repaid a sum of Rs 3570 lacs as per the
schedule of repayment to the Banks and Financial Institutions who have
extended term loan finance for the Vadodara Plants and SLPP.
(E) Public Deposits:
An amount of Rs 6.34 lacs relating to 46 depositors was due but not
claimed by the depositors for repayment as on 31st March, 2010.
(F) Listing of Shares and Depositories:
Your Companys shares are listed on The Bombay Stock Exchange Limited
(BSE), National Stock Exchange Ltd. (NSE) and Vadodara Stock Exchange
Ltd. (VSE). Voluntary de-listing application made to the Calcutta Stock
Exchange Association Ltd. has been approved. Your Directors wish to
state that the Equity Shares of your Company are compulsorily traded in
the dematerialized form w.e.f.26/06/2000. Presently 68.12% of shares
are held in electronic/dematerialized form.
(G) Insurance:
The Companys Power Plants and Mines are covered under the ÃIndustrial
All Risk Policy, which provides a comprehensive insurance cover for
fire, earthquake, and loss of profit due to fire/ Machinery break down
and also due to damage to Customer and Suppliers Premises for Vadodara
Plants.
The properties and the insurable interest of the Company including
mines, buildings (including township at SLPP), Plant and Machinery and
Stocks are also adequately insured.
(H) Directors:
Shri D.J.Pandian, IAS, Principal Secretary, Energy and Petrochemical
Dept., Government of Gujarat has been appointed effective 10th
December, 2009 as the Non- Rotational Director and also as the Chairman
by the Government vide its Resolution dated 10th December, 2009 vice
Shri S. Jagadeesan, IAS.
Shri Guruprasad Mohapatra, IAS,Director of the Company retires by
rotation and being eligible, offers himself for re-appointment.
Prof. Kiran Kumar Joshi, Director of the Company retires by rotation
and being eligible, offers himself for reappointment.
Shri C.L. Meena, IAS, Principal Secretary(Expenditure), Finance
Department, Government of Gujarat has been appointed as Nominee
Director representing Government of Gujarat vice Shri A.K. Joti, IAS.
Your Directors place on record their deep appreciation for the vision
and leadership provided by Shri S. Jagadeesan, IAS during his tenure
as Chairman of your Company. Your Directors also place on record the
valuable contribution made by Shri A.K. Joti, IAS during his tenure as
Director of the Company. The appropriate resolutions for appointment /
reappointment of Directors are being placed before the shareholders for
approval.
(I) Human Resources:
Humans are considered as one of the most critical resources in the
business which can be continuously smoothened to maximize the
effectiveness of the Organization. Human resources build the Enterprise
and the sense of belonging would inculcate the spirit of dedication and
loyalty amongst them towards strengthening the Companys Polices and
Systems. All personnel continue to have healthy, cordial and harmonious
approach thereby enhancing the contributory value of the Company.
The strength of your Company lies in its team of highly competent and
highly motivated personnel at Vadodara and SLPP. This has made it
possible for your Company to make significant improvement and progress
in all areas of activities of the Company. The employees had taken on
the challenge to improve the performance of the plants through
efficiency, productivity and economy. During the year 2009-2010, the
Company maintained its high standard of Safety. Your Directors place on
record their sincere appreciation for the unstinting efforts and
contribution put in by the employees of the Company.
The Company continued in its endeavor to impart appropriate and
relevant training to its employees to upgrade skill to meet the
challenges that are ahead and to enhance their performance in the best
interest of the Company. The Company has also taken up an exercise on
career growth & planning by identifying potentials & training needs of
employees by engaging professionals in the field.
The industrial relations during the year remained cordial.
(J) Particulars of Employees:
There are no employees in the Company who are in receipt of salary of
Rs. 24,00,000/- p.a. or Rs.2,00,000/- p.m., if employed for part of the
year. Hence the Statement of Particulars of Employees as required under
Section 217 (2A) of the Companies Act, 1956, read with Companies
(Particulars of Employees) Rules, 1975, as amended till date is not
required to be attached.
(K) Auditors :
(i) Statutory Auditors
M/s K. C. Mehta & Co., Chartered Accountants, Vadodara who are the
Statutory Auditors of the Company hold office up to the conclusion of
the forthcoming 25th
Annual General Meeting. They have been associated with the Company as
Statutory Auditors since 21st Annual General Meeting i.e. 29th
September, 2006. Your Directors have decided to follow the principles
of Corporate Governance, and as part of that decision, it has been also
decided to rotate the Statutory Auditors with the tenure of their
Office for about three to five years. Accordingly, it is proposed to
appoint M/s. VCA & Associates, Chartered Accountants, Vadodara as the
Statutory Auditors in place of retiring auditors viz. M/s K. C. Mehta
& Co.
M/s. VCA & Associates, Chartered Accountants, Vadodara have under
Section 224 (1-B) of the Companies Act, 1956 furnished a certificate of
their eligibility for appointment as such. The members are requested to
appoint the Statutory Auditors and fix their remuneration.
(ii) Internal Auditor
M/s. K.N. Mehta & Co., Chartered Accountants, Vadodara has been
appointed as Internal Auditors for conducting Internal Audit of the
Company for Vadodara and Surat Lignite Power Project (SLPP).
(iii) Cost Auditor
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. Kailash Sankhlecha & Associates, Vadodara, as Cost Auditors of the
Company for the Financial Year 2010-11 to conduct Cost Audit of
Electricity products in both the Plants at Vadodara and Surat Lignite
Power Plant (SLPP). Approval of the Central Government to their
appointment as Cost Auditors of the Company has been received.
(L) Social Responsibility and Welfare:
Being a conscientious corporate body, your Company has been actively
involved in the socio-economic development and welfare of the people
living around the Power Plants at Vadodara and SLPP. Various activities
are undertaken through Society for Village Development in
Petrochemicals Area (SVADES) and Urja Foundation at Vadodara and
through Company promoted NGO - Development Efforts for Rural Economy
and People (DEEP) at SLPP.
Major social responsibility initiatives revolve around community
empowerment especially of unprivileged and poor. Focus on women issues
and their role in development is placed at core include drinking water,
sanitation, School Infrastructure development, Village.
Infrastructure development like roads, culverts, check dam, water
tanks, panchayat house, milk dairy co- operative society building,
drainage etc. environment up gradation in surrounding villages. The
Company is also co-sponsoring a Mid day meal Scheme at Vadodara where
about 30,000 children of Government schools are given food without any
charge.
A special focused project namely Integrated Development in Mineral
Bearing Villages (IDMBV) aims at poverty alleviation, strengthening
health & education efforts of Government and addressing livelihood
issues by way of self employment related training and opportunities.
(M) 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. Circulating Fluidised
Bed Combustion Boilers for SO2 and NOx control and Electrostatic
Precipitators for control of particulate emission in the lignite based
Power Plant at Mangrol are some of the actions taken by the Company in
this direction.
Though your Company has open cast mine to feed lignite to its Power
Plant, due care has been taken to ensure that such operations do not
result in creation of wastelands by preserving the fertile top soils
and spreading them over the back-filled portion of the mine. This
enabled restoration of the lands for productive agricultural use and
for development of plantations.
Towards environment protection measure, the Company has developed
in-house technology by assembling Gas Turbine Air Filter Cleaning
Machine which will reduce dust generation in atmosphere and also
protect and enhance occupational health and safety of Personnel.
(N) Energy Management and Energy Audit :
Energy Management
Energy Management Cell has been established under the leadership of
Energy Managers and it is in operation. Energy Audit by an External
expert agency accredited by Bureau of Energy Efficiency India has been
conducted and its compliance activities are undertaken in the current
financial year to comply with statutory requirement of the State and
the Centre.
(O) Conservation of Energy:
Several energy conservation measures are taken at Vadodara Plants and
SLPP during the year, and some of the measures which have significant
results are indicated below:
At Vadodara:- Thermal Insulation of 8" Dia Discharge Pipeline from
Condensate Extraction Pump to Condensate Pre- Heater of HRSG ÃIV. This
will result in annual saving of around 272160 Units i.e. @ Rs. 5.79
lacs per year.
Optimization of Voltage in Lighting Circuit and Power Supply system for
Admn. Building and Executive Wing. This will save around 22705 Units
annually.
Modification of Power circuit of 1000 kva Transformer to cater to
"C"Plot lighting saving @8000 Units per year.
Optimization of Air compressor Set Pressure saving @6800 Units per
year.
Installation of energy efficient passenger lift which will save @16500
Units per annum.
At SLPP:- Installation of new energy efficient ÃENCON make cooling
tower fans was done in cell no.3/1 & 2/2. Power consumption reduced by
36.85% in cell no.2/2 & 27.73% in cell no.1/3 respectively with same
operating parameters. This energy efficient fan will be installed in
balance 16 cells in phased manner in near future.
Chlorination system of CW pump house was replaced with modified
ÃCHLOROTECH make chlorination system in which no booster pumps are
required for chlorine dosing. This has resulted in saving of 45464
units per year.
CRT based computer monitors were replaced with energy efficient TFT
based computer monitors.
(P) Technology Absorption:
The disclosures of particulars as per Form B are given in the Annexure
hereto.
(Q) Foreign Exchange Earning and Outgo:
During the year there was no earning in foreign exchange. As regards
outgo in foreign exchange, please refer to Item No. 05 of Schedule 21
to the Notes forming part of Accounts appended hereto.
(R) Directors Responsibility Statement:- The Board of Directors of the
Company confirms:
1. That in the preparation of the annual accounts, the applicable
accounting standards have been
followed along with proper explanation relating to material departure;
2. 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, 2010 and of the profit of the Company for the
year ended on that date;.
3. 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
4. That the Annual Accounts have been prepared on a going concern
basis.
(S) Report on Corporate Governance and Management Discussion & Analysis
Report:
Your Company has complied with all the mandatory provisions of
Corporate Governance as prescribed under the Listing Agreement with
Stock Exchanges, with which the Company is listed. A separate report on
the Corporate Governance along with the Certificate of Practicing
Company Secretary forms part of this Annual Report. The Management
Discussion and Analysis report also forms the part of this Annual
Report.
(T) Acknowledgement:
The Board of Directors place on record their appreciation for the
co-operation, valuable guidance, assistance and support received from
the Government of Gujarat, Government of India, Participating Units and
BHEL. The Board of Directors acknowledge the sincere co-operation and
assistance received from all Financial Institutions, Banks and other
agencies. Your Directors also wish to express their gratitude to
investors for their continued support and faith reposed by them in the
Company.
For and On behalf of the Board
Sd/-
Date : 25th May, 2010. D.J. Pandian, IAS
Place : Gandhinagar Chairman
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