ge power india ltd share price Directors report


Dear Shareholders,

Your Directors present the 31st Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31 March 2023 (‘FY 2022-23)

FINANCIAL HIGHLIGHTS

(H in million)

Year

Particulars

Year ended 31 March 2023 Year ended 31 March 2022

Profit/(Loss) before exceptional items, tax, interest and depreciation

(2,403.4) (221.0)

Less: Interest/Finance costs

607.3 824.3

Less: Depreciation and amortisation expense

225.3 437.2

Profit/(loss) before exceptional items and tax

(3,236.0) (1,482.5)

Exceptional item

106.9 1,452.1

Profit/(loss) before tax

(3,342.9) (2,934.6)

Provision for taxation - Current tax

(4.8) (17.5)

- Deferred Tax charge (credit)

1,097.9 -

Profit/(loss) after tax

(4,436.0) (2,917.1)

Balance brought forward from previous year in the statement of profit and loss

3,567.9 6,552.2

Profit available for appropriation

(868.1) 3,635.1

Appropriations

a) Transferred to General Reserve

b) Dividend paid

- 67.2

c) Corporate Dividend Tax paid

- -

Balance carried forward to Balance Sheet

(868.1) 3,567.9

Proposed Dividend

- -

DIVIDEND

In compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations), as amended from time to time, your Company has adopted a Dividend Distribution Policy. This policy specifies the parameters of distribution of dividend with objective of delivering sustainable value to its stakeholders. The Dividend Distribution Policy of the Company is annexed as ‘Annexure A to this Report.

After reviewing the annual financial statements of the Company for FY 2022-23, the Board did not recommend any dividend for the said financial year.

TRANSFER TO RESERVES

No amount was transferred to reserves during FY 2022-23.

STATE OF COMPANYS AFFAIRS Operations- The year in a review

The financial year 2022-23 endured a period of upheaval as geopolitical uncertainties dictated the investment sentiment and global trade. As businesses normalized and economies recovered from the pandemic, the consumer demand and private sector expenditure ruled the growth trajectory of few economies including India. However, the high inflation and Banking crisis in the US remain major concerns for many developed and developing economies. The IMF and World Bank, though optimistic about India, are pessimistic about major economies including US, China, Europe, Japan, and emerging economies in Asia and Africa.

India was the bright spot among all countries outperforming the global growth demonstrating remarkable resilience and robustness. As the domestic consumption and infrastructure spending grew, the power sector too reaped benefits of strong growth in consumption and supply. Indias coal imports increased by 30 per cent to 162.46 million tonnes in the 2022-23 financial year against 124.99 MT in the year-ago period, according to a report1. Domestic production, too recorded strong growth at 14.65% touching output at 892.21 million tonnes against 778.21 million tonnes last year.

Thermal power stations across the country have witnessed favourable conditions this year, benefiting from increased coal production, unseasonal rains in April and May, and enhanced coordination among key ministries. As a result, there has been a substantial improvement in the supply of coal compared to the supply crunch experienced last year. In terms of coal stock, the situation is comfortable, with only 31 out of the 165 domestic coal-based thermal power plants having critical coal stocks as of May 2023. This number marks a significant

decrease from the approximately 96 plants facing critical stocks during the same period last year. Currently, thermal power plants have approximately 33 million tonnes (MT) of coal stocked, ensuring a steady and reliable fuel supply.

Despite a generally favourable domestic market environment, the main markets that your company participates in have been a mixed bag. While the core services market size has grown, the FGD market has not seen the target customers of your company close deals as we had anticipated, primarily due to the governments decision to extend the deadline for thermal plants to install FGD systems by an additional two years. Hydro has seen some improvement in pumped storage, with the new budget having a good outlay for pumped hydro storage.

In the above market situation, your company has been progressing well on its strategy to grow Services, with double-digit growth in Q3 and Q4. In line with the FGD market environment, order intake in this segment has been lower than expected. The company has booked one order in the pumped hydro storage, 1280 MW Saundatti project, a major PSP that will be executed by your Company in India with three units of 320MW each and two units of 160 MW each.

Your Company has undertaken restructuring to adjust capacity to market conditions, and is now managing the balance of retaining competences, both to execute the backlog and to address upcoming opportunities. We faced considerable challenges in execution, though, including the NTPC Solapur fire incident, some of which are still ongoing. As a result of these execution challenges, as well as the slower than expected FGD order intake, your Company will take longer than anticipated to turn around and hence your Company has written off deferred tax assets.

GE Power India Limited

ET - Indias coal imports in FY23

BOILERS

Your Companys execution unit at Noida and manufacturing facility at Durgapur, West Bengal, are capable of designing and manufacturing supercritical and ultra-supercritical Boilers, using the latest manufacturing technologies. Your Company accomplished these significant milestones in the FY 2022-23:

Major milestone achieved by your Company in FY 202223:

? 2X500 MW NLC: Successfully conducted PG test for both units

? 2X660 MW Barh super thermal power station: PG test of Unit#5 completed

? 2X660 MW Maitree : Unit#1 achieved full load operation

? 3X660 MW North Karanpura: Unit#1 COD completed

? 3X660MW Nabinagar: Unit#3 COD completed

Key erection and commissioning progress on Projects, in partnership with BHEL:

? 1X800MW North Chennai: Non drainable hydrotest completed.

? 1X660MW Bhusawal: Non drainable hydrotest completed

? 2X800MW Telangana: Unit#1 synchronisation completed

? 2X660MW Udangudi: Both units Drainable hydrotest completed

Manufacturing highlights of FY 2022-23 from Durgapur factory:

Boiler Pressure part Manufacturing

? 100 % pressure part supplies completed for Patartu Unit#2 and Unit#3

MILLS

Highlights during FY 2022-23:

? 16 Mills supply completed for NTPC Rihnad

? Mill spare parts supplied for Mouda projects

Export

? Supply of journal shaft and bowl hub assembly part for PAITON power plant

New product initiative:

? Lance Tubes were supplied to Primemetal for Tata Steel

Other manufacturing jobs from Durgapur factory:

? Service Boiler- Supply of unit 4 completed for Vedanta Jharsuguda

? FGD- Shell and bottom plate for Annupur completed for MB Power

AIR QUALITY CONTROL SYSTEMS

Key milestones in the projects under execution:

? Achieved Completion of Facilities or COF in the Unchahar Stage -IV FGD project.

? Gas-In was achieved in one FGD unit each at NTPC Solapur and NTPC Tanda projects

? Successfully installed and commissioned the first Semi Dry FGD -NID, at Hindalcos Aditya Aluminium, Lapanga plant in Odisha.

? Achieved PAC for three ESP units at M/s SWCC plant in Yanbu, Saudi Arabia

SERVICES

Key highlights for FY 22-23

? Sustainable growth in core services orders, with increase in the share of orders from other OEM (oOEM) fleet.

? ~40% of increase (YoY) in the number of overhauls executed.

? Achieved efficiency performance benchmarks while implementing a steam turbine shaftline retrofit of 3X200MW for NTPC-Ramagundam. This enables the power plant to run with extended life, improved efficiency, reduced coal consumption, lower cost per MW, and lower CO2 emissions, supporting efforts to make coal power more reliable, affordable, and sustainable.

? For the first time, New Product Introduction (NPI) fund investments were managed locally from India. Invested H 66 million with significant impact on the growth of other OEM services orders

? "First of its Kind" MoU signed with NTPC for the carbon reduction of coal power generation. This project intends to reduce carbon intensity from NTPCs coal fired units. Your Company will undertake feasibility studies, development, testing and demonstration of decarbonization technologies utilizing torrefied biomass, Green H2/Ammonia, Green Methanol as low/ zero carbon fuel in coal fired unit.

? Signed MoUs with key global technology partners to enable your Company to develop and offer solutions for carbon reduction of coal power generation.

Key Milestones Achieved-Domestic

? With consortium partner, NGSL successfully synchronized the last unit (U2) for NTPC-Ramagundam. Achieved COF (Completion of Facilities) & Operational Acceptance Certificate as well as average heat rate improvement of 9.9%, turbine cycle efficiency improvement of 4.5%, and CO2 reduction equivalent to 3.5 lakh tons for all 3 units.

? Successfully carried out boiler R&M job, including combustion modification and complete replacement of newly designed economizer in other OEM boiler at Vedanta-Jharsuguda.

? Dispatched First-of-a-kind fully bladed and dynamically balanced spare LP rotor for 500MW STG for MAHAGENCO Chandrapur TPS.

? Successfully completed PG Test for Unit#3 210 MW at NTPC Unchahar ESP upgrade. Test emission values were recorded within guaranteed value of 50 mg/Nm3.

? Successfully completed PG Test for Unit#5 at 210 MW WBPDCL Bakreshwar ESP refurbishment project. Test emission values were recorded within guaranteed value of 50 mg/Nm3.

? Completed rewinding of generator stator on oOEM 250 MW GVPI Generator at Jaypee Bina Thermal Power Station. This was executed with 1st time execution of job with a locally manufactured stator bar extraction tool in India.

? Successfully executed Your Companys 1st servicing job on 800 MW ST at Tata-Mundra.

Key Milestones achieved- Export

? Steam Turbine Generator - Technical field advisors (TFAs) supported overhauling of SEC-600 m/c in Turkey.

? Boiler trouble shooting related services provided for customer in Dubai.

AUTOMATION AND CONTROL

Your Companys Automation and Control facility in Noida, Uttar Pradesh is focused on delivering leading Automation & Control solutions and technology, partnering with customers and being one of the "Centers of Excellence" for engineering in the world of Automation and Industrial Internet.

Your Company received the following new orders in the FY 2022-23:

? HMI upgradation and cyber security solution at Sostanj 1X660MW coal fired power plant located in Slovenia

? HMI upgradation at HAMI 230MW coal fired power plant Xinjiang Uyghur Autonomous Region, China

? Tzafit training & simulator panel for Turbine control, Dalia Power Energies LTD, Israel

? Excitation system upgrade at REL Raikheda Unit#2 (685 MW) power plant located at Chhattisgarh India

? Excitation system upgrade at Pulau Sakra power station for one Gas Turbine & one Steam Turbine, 1189-megawatt (MW) Gas- fired power station, Jurong Island, Singapore.

? Supply of static excitation system (3x320 MW + 2x160 MW) at Saundatti Hydro power project Karnataka, India.

? HMI upgradation and cyber security solution at Tuzla Unit-6 thermal power plant 715-megawatt (MW) coal-fired power station in Bosnia-Herzegovina

? HMI upgradation at Klongluang 122-megawatt gas-fired power station, Pathum Thani, Thailand.

? Upgrade of Digital Automatic Voltage Regulator (DAVR) brushless excitation system of 22.4 MW GTG for Kribhko Fertilizers Limited, Shahjahanpur, Uttar Pradesh, India

? Supply of parts & spares for Shinkville, Adani Raikheda, NTPC Mouda, Solapur & Tanda

Your Company achieved the following milestones in the FY 2022-23:

Domestic Projects:

? Supplied two units of Generator Health & Monitoring System & Generator control panel to Central Power Research institute Bangalore in Q3 2022

? Supplied servers and workstation for TG #5 ALSPA Governing system at RPD, Rensusagar. Supplied HMI Workstations & Engineering servers with upgraded HMI software, in Q1 2022.

? Supplied HMI machines to Utran after successful completion ALSPA HMI upgrade in Q1 2023.

? Supplied four units of GCP panel to North-Eastern of Electric Power Corporation Limited, 4X21 MW power plant in Q4 2022.

? Supplied two units of generator excitation system to NHPC Limited, 4X125 MW hydro power plant in Sikkim, India. In this retrofit project, Static Digital Excitation system was supplied to NHPC Limited in Q4 2022, which includes design, engineering, supply, testing and commissioning of generator excitation system.

? Supplied spares for Turbine governor control, Excitation system and C&I for Adani Raikeheda, GSECL Wanakbori, NHPC Chamera, Obra and for NTPC projects Mouda, Solapur, Tanda.

Export projects

? Supplied training & simulator panel with engineering and HMI station for Dalia Power Energies LTD, Israel in Q3 2022.

? Remote/virtual FAT completed successfully and supplied ALSPA HMI machines to DSW 1x170 MW Israel for Turbine Governor control in Q3 2022.

? Successfully completed ALSPA HMI upgrade with cyber packages including updates protection for Termoelektrarna Sostanj unit 6,600 MW thermal power station in Sostanj, Slovenia in Q4 2022.

GAS POWER

The Gas Power business of your Company is actively involved in supporting managing projects in the South Asia region, and gas projects globally with Engineering, Procurement and Construction services.

The Gas Power Noida execution center of your Company is presently engaged in supporting Project Management, Engineering, Procurement, Construction and commissioning for GE scope in some key gas power projects in the South Asia region which are Summit Meghanghat II, Unique Meghnaghat and Shahjibazar in Bangladesh.

Moreover, the engineering team of your Companys Gas Power business is engaged in carrying out basic and detailed engineering for global gas power projects for balance of plant equipment and Heat Recovery Steam Generator systems. Some of the key projects are Datan 8&9, Hsinta, Taichung, part of Taiwan power corporation megadeal project in Taiwan; Dolan Odra and Ostroleka projects in Poland; Pulau Indah in Malaysia; Tallawarra B in Australia; Orot Rabin in Israel.

In addition to the extended scope projects, the engineering team is also supporting the execution of equipment only project engineering for GE Gas Power globally.

HYDRO

Your Company signed 1280MW Saundatti PSP project contract with Greenko

Your Company has signed the Saundatti contract with Greenko on 5th July 2022 in Hyderabad. The 1280 MW Saundatti project is another jumbo PSP that will be executed by GE in India, in addition to Tehri and Kundah, which are already under execution. This new project is located at the Belagavi district of Karnataka in India, and our customer is Greenko KA01 I REP Private Limited, a Special Purpose Company (SPC) owned by Greenko Energies Pvt. Ltd.

Bajoli Holi Project of India is commissioned and generating electricity

Your Company announces commissioning of the 180MW Bajoli Holi project located at Himachal Pradesh and is now connected to the grid. All three units of 60MW each, are now generating electricity.

The 2nd giant Rotor installed at Subansiri

Subansiri Project successfully lowered and installed the 2nd Rotor in the pit for Unit 2. Each Rotors total lifting weight is 674 tons. Your Company achieved this milestone safely and efficiently as committed to the customer.

Tidong all set to start its dry commissioning activities

First 2 units of Tidong project of 50MW each at Himachal Pradesh have been boxed up by our team. With the boxing of these units, the project is now ready for dry commissioning activities. The customer Statkraft is happy with the fast progress of the project.

Tehri Project lowered and installed the first PSP Runner at site

Your Companys Tehri project team lowered and installed the first runner of the variable speed reversible pump turbine for the project on 22nd July 22. This milestone was special as it was one of the first of its kind in India, and only the third project worldwide.

Indias first Variable Speed Rotor for Tehri PSP Project installed at the site

Your Company achieved a milestone on 27th December 2022, when it lowered the first 490T Rotor for its 4 x 250 MW Tehri PSP Project in Uttarakhand, India. This variable speed PSP rotor is a first of its kind in India.

The Rotor was unveiled and flagged off for lowering by our honble Minister of Power, New and Renewable Energy (Government of India) Shri R.K Singh and witnessed by Private Secretary MOP Shri Manoj Kumar Singh, Tehri MLA Shri Kishore Upadhyay, THDCIL CMD Shri R.K Vishnoi, THDCIL Executive Director (PSP) Shri L.P. Joshi, other dignitaries of THDCIL, GE and HCC.

Tehri project lowered its first MIV and is getting closer to boxing up the unit

Your Company assembled the entire MIV in service bay and lowered the first MIV weighing 434 MT (inclusive lifting accessories) safely, at

its foundation in the pit, between the spiral case and penstock. This 1st unit Installation is in its advance stage and would be boxed up later.

It was the first time for your Companys Hydro engineering team to design a spherical valve with such a large diameter (4m).

Angats first unit successfully restored and handed over to customer AHC

Your Company has handed over the first unit of Angat project to the customer on 25th March 23 after successful rehabilitation works on the auxiliary unit three.

Your Company upgraded the turbine and generator of this unit and put it back into operation. Your Company supported the customer through effective solutions & commissioned the auxiliary unit 3 without total plant shutdown.

Dulhasti:

In August22 , Your Companys Hydro business received request from our long-term customer NHPC seeking support to fix a leakage issue in one of the Main Inlet Valves (MIVs) of Dulhasti project. Our team went to the project site to assess the situation and brought to the customers notice that all the three MIVs needed immediate repair works and to start with MIV unit 3 at the earliest.

With the teams strong conviction on our ability to execute on-time with an equal commitment from the customer on perfect execution, the success of the project was well secured. Our team did the required services on the job and have put the units back in operation.

The first five Nozzles of Tala project, successfully installed at site leading the project into generation

Your Companys Hydro business team delivered 5 large nozzles for Unit 1 of Tala project (Pelton machine) to Druk Green Power Corporation (DGPC) customer in Bhutan.

Our team completed the works of fixing the 5 nozzles of unit one to its casing. Later, the team tested the machine at full load capacity as well as 10% stressed capacity successfully. Unit 1 is now back to commercial operation and the customer is really satisfied with the results.

WAY FORWARD

As India accelerates on its upward growth trajectory, the power sector will play a crucial role, balancing the countrys electricity needs with sustainability goals. The governments commitment to increasing domestic production and reducing fuel import dependence is expected to enhance the sectors cost structure and ensure a reliable power supply to meet the growing demand. Simultaneously,

the focus on renewable power generation will contribute to building a lower carbon energy infrastructure, although integrating renewable sources into the existing grid remains a significant challenge.

As India is advancing on its energy transition journey, coal will continue to play a significant role for the foreseeable future, albeit, as more renewable energy sources are being added to the grid, this role may change, and with that the operating models of coal power producers, which will require different services needs. GE Power India Limited is uniquely positioned as a partner to our customers through the energy transition. Your Companys deep industry experience as an Original Equipment Manufacturer (OEM) as well as its dedicated and highly skilled team in engineering and project execution are enabling GEPIL to respond to customers needs with the necessary speed and flexibility.

Turnaround for the Company has taken longer than expected due to sluggishness in FGD, upgrades and various other challenges being faced by the Company. To mitigate the same, your Companys strategy is to grow the service business, develop industrial/private segment, focus on Non EPC projects more than EPC projects to derisk the portfolio and target on cash accretive and margin accretive projects.

DIRECTORS

In compliance with Sections 152, 196, 197 and 203 of the Companies Act, 2013 (‘Act) read with Schedule V and other applicable provisions of the Act and the Articles of Association of the Company and upon recommendation of Nomination and Remuneration Committee, the Board of Directors in its meeting held on 29 November 2021 re-appointed Mr. Prashant Chiranjive Jain as Managing Director of your Company for a second term of five (5) years with effect from 17 April 2022 to 16 April 2027 subject to the approval of the members and such other approvals as may be required. His appointment was subsequently approved by the members of the Company through Postal Ballot on 20 January 2022.

The Board recommends re-appointment of Mr. Mahesh Shrikrishna Palashikar, Chairman & Non- Executive Director (DIN 02275903), who is liable to retire by rotation in the ensuing AGM.

The aforesaid Director, being eligible offers himself for re-appointment.

All the three Independent Directors as on 31 March 2023 have declared that they meet the criteria of independence as laid down under the Act/Listing Regulations/any other applicable law along with a declaration of compliance of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The Independent Directors are not liable to retire by rotation. Further, the Company has in place the Code of Conduct for Directors and senior management personnel. The Company is in receipt of disclosures from Directors and senior management personnel with respect to adherence of the aforesaid code during FY 2022-23.

The particulars in respect of directors seeking reappointment as required under Regulation 36(3) of Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India forms part of the Corporate Governance Report. Pursuant to the provisions of Sections 152, 160 and any

other applicable provisions of the Act and the Listing Regulations, inter-alia basis the performance evaluation, their expertise in specific functional areas, background, contribution towards Companys performance etc. and as per the recommendation of the Nomination and Remuneration Committee, the Board recommends aforesaid reappointment.

GE SHARE PURCHASE PLAN

GE Share Purchase Plan is a global benefit plan offered to full time employees including GE Power India Ltd. The Company offers Share Purchase Plan (hereinafter referred to as ‘GE Share Purchase plan) of its ultimate holding Company i.e. General Electric Company. Eligible employees have the option to purchase the GE share of General electric company, USA by electing a monthly amount to be taken out of their pay. For Indian employees under GE Power India Ltd. employees are entitled to purchase GE share up to 25% of the monthly salary. GE Share participants also receive a 15% Company match on their elected contributions. There is no holding or lock-in period on the shares received and they may be sold or transferred at any time.

The GE Share Purchase plan had been approved by the members of the Company in the 27th Annual General Meeting held on 23 July 2019.

The Company does not issue any shares of the Company (including sweat equity shares) to its employees under any scheme.

SHIFTING OF REGISTERED OFFICE

The Registered Office of the Company stands shifted from Regus Magnum Business Centers, 9th floor, Platina, Block G, Plot C-59, BKC, Bandra (E), Mumbai, Maharashtra - 400051 to Regus Magnum Business Centers, 11th floor, Platina, Block G, Plot C-59, BKC, Bandra (E), Mumbai, Maharashtra - 400051 w.e.f. 01 July 2022.

MEETINGS OF BOARD AND ITS COMMITTEES

The Board meets at regular intervals to discuss on Company/ businesss policy, strategy and financial results apart from other Board business. The Board/Committee Meetings are pre-scheduled and a tentative quarterly/half yearly calendar of the Board and Committee Meetings is discussed and finalized by the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. The maximum interval between any two Board Meetings did not exceed one hundred and twenty (120) days.

In order to further strengthen the Corporate Governance practices in the Company and maintain the corporate culture of conscience and consciousness towards shareholders and other stakeholders the Company has non-mandatory committees in place which focus on strategy, innovation, sustainability, gender diversity etc. to help concentration on key areas thereby enhancing the Board processes.

Your Company comprises of five mandatory committees which includes Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management committee. Apart from the mandatory committee your Company has three nonmandatory committees which includes Sustainability Committee, Inclusion & Diversity Committee and Strategy & Innovation Committee and sub committee to Strategy & Innovation Committee known as Investment Committee.

The details of composition/change in composition, meetings, and attendance etc. at the meetings of Board and its committees held during the FY 2022-23 and its terms of reference are provided in Corporate Governance Report which forms part of this Report.

The Secretarial Standard on Meetings of the Board of Directors (SS- 1) and the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India have been duly complied.

Non-mandatory Committees of the Company are managed in compliance with Secretarial Standards -1 on meetings of the Board of Directors issued by the Institute of Company Secretaries of India to the extent possible.

RECOMMENDATIONS OF AUDIT COMMITTEE

Your Company has an Audit Committee of the Board of Directors in place. The terms of reference of the Audit Committee are in line with Section 177 of the Act and the Listing Regulations, as amended. There were no recommendations made by the Audit Committee which were not accepted by the Board. There were no frauds reported by Auditors of your Company under sub-section 12 of section 143 of the Act for the FY 2022-23.

NOMINATION AND REMUNERATION POLICY

Your Company has in place a Nomination and Remuneration Policy to ensure that the Board and top Management is appropriately constituted to meet its fiduciary obligation to stakeholders, to identify and determine the integrity, qualification, expertise and experience of persons who are qualified to become Directors or who may be appointed in senior management and/or as Key Managerial Personnel of the Company. This policy inter-alia lays down the guidelines relating to appointment and remuneration for Executive Directors, Non-Executive Directors/Independent Directors, Key Managerial Personnel and Senior Management, skill mapping of director before appointment, alignment with current HR policies of the Company, criteria for paying remuneration/commission to NonExecutive Directors etc. and can be accessed at www.ge.com/in/ge- power-india-limited.

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, the Non-Executive, Non-Independent Director and the Executive Directors of the Company were evaluated by the Independent Directors of the Company in a separate meeting of Independent Directors held during the year. The formal annual evaluation of the Independent Directors, Board as a whole, Chairman, Committees namely Audit Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, Nomination and Remuneration Committee, Strategy & Innovation Committee, Inclusion & Diversity Committee and Sustainability Committee and all the individual Directors were undertaken in the Board meeting. More details on the same including the evaluation mechanism are provided in the Corporate Governance Report which forms part of this Annual Report.

AUDITORS AND AUDIT REPORT Statutory Auditors

The Statutory Auditors of the Company, M/s Deloitte Haskins & Sells (Firm Registration No. 015125N) were appointed at the 29th Annual General Meeting of the Company to hold office for a term of five (5) consecutive years until the conclusion of the 34th Annual General Meeting of the Company at a remuneration as may be decided by the Board of Directors of the Company.

Brief profile of Deloitte Haskins & Sells inter-alia highlighting their competence and experience is given in the Notice of AGM.

Cost Auditors

Pursuant to Section 148 of the Act, your Directors, on the recommendation of the Audit Committee, appointed M/s Yogesh Gupta & Associates, Cost Accountants as Cost Auditors of your Company for the FY 2023-24 to carry out the cost audit for the applicable business at a remuneration of H 300,000/- (Rupees Three Lacs only) plus applicable taxes and reimbursement of out of pocket expenses. A Certificate from M/s Yogesh Gupta & Associates, Cost Accountants has been received confirming that their appointment as Cost Auditors of the Company, would be in accordance with the limits specified under Section 141 of the Act.

Brief profile of M/s Yogesh Gupta & Associates, Cost Accountants inter-alia highlighting their competence and experience is given in the Notice of AGM.

As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the members of the Company in the general meeting for ratification. Accordingly, the Board of Directors of the Company recommends to members the ratification of the remuneration payable to M/s Yogesh Gupta & Associates, Cost Accountants for the FY 2023-24 at the ensuing Annual General Meeting.

M/s. Shome & Banerjee, Cost Accountants shall conduct the Cost Audit of the Company for FY 2022-23. The Cost records as specified by the Central Government in compliance with sub-section (1) of section 148 of the Companies Act, 2013 are being duly maintained by the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act your Directors appointed M/s Hemant Singh & Associates, Company Secretaries to undertake the Secretarial Audit of your Company for FY 2022-23. The Secretarial Audit Report in Form MR-3 for FY 2022-23 is annexed as ‘Annexure B to this Report.

Further in compliance with Regulation 24A of Listing Regulations, Annual Secretarial Compliance Report for the year ended 31 March 2023, issued by M/s Hemant Singh & Associates, Company Secretaries is annexed as ‘Annexure C to this Report. The same was filed with stock exchanges (BSE & NSE) on 26 May 2023.

Brief profile of M/s Hemant Singh & Associates, Company Secretaries inter-alia highlighting their competence and experience is given in the Notice of AGM.

There were no qualifications, reservations, observations or adverse remarks made by the Auditors in their report for FY 2022-23.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

I. in the preparation of the annual financial statements for the year ended 31 March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. such accounting policies have been selected and applied consistently and made such judgements 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 the end of the financial year 31 March 2023 and of the profit of the Company for that period;

III. proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. the annual financial statements have been prepared on a going concern basis;

V. financial controls have been laid down and followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

SUBSIDIARIES/SPECIAL PURPOSE COMPANY

GE Power Boilers Services Limited (‘GEPBSL) is a wholly owned subsidiary of the Company. It is a non-material non-listed Indian subsidiary. It was initially engaged in the services related to boilers. The aforesaid subsidiary did not have any business operations during the year. During FY 2022-23, GEPBSL had other income of H 5.7 million (Previous Year: H 5 million) along with Profit after tax of H 5.7 million (Previous Year: Profit after tax of H 3.9 million). As at 31 March 2023, GEPBSLs accumulated losses of H 3.8 million have eroded its paid-up equity capital of H 3.4 million.

In compliance with the first proviso to sub-section 3 of section 129 of the Act a statement containing salient features of the financial statement of Companys subsidiary for FY 2022-23 in the prescribed format Form AOC-1 is as under :-

Part A: Subsidiaries

(H in million)

Name of the subsidiary

The date since when subsidiary was acquired Share

capital

Reserves

and

surplus

Total

assets

Total

liabilities

Invest

ments

Turnover Profit/

(loss) before taxation

Provision for taxation Profit/ (loss) after taxation Proposed

Dividend

Extent of shareholding

(in %)

GE Power Boilers Services Limited

31-10-2002 3.40 (3.85) 0.05 0.50 - 5.70 5.70 100

Reporting period for the subsidiary is same as holding Companys reporting period i.e. from 1 April to 31 March. The above-mentioned subsidiary is not a foreign subsidiary and its reporting currency is Indian Rupee (H).

Part B: Associates and Joint Ventures

The Company holds 3,000,000 equity shares of H 10 each in NTPC GE Power Services Private Limited (NGSL). The Company is having 50% voting rights and right to net assets in NGSL thereby giving joint control over NGSL. Investment in Joint venture is accounted for using the equity method of accounting, after initially being recognized at cost. During the FY 2022-23, NGSL had a total profit after tax of H 59.8 million out of which H 29.9 million has been recognised part of your Companys financials.

Key updates during FY 2022-23:-

? Achieved Revenue H 4,150 Million and Profit Before Tax H 90 million, all time high in NGSLs history

? Order Book H 15,600 Million and Order inflow H 3,960 million

? EPC for Solar power plant at Shahajapur, M.P. started

? NTPC Gadarwara and NALCO Damanjodi ESP Projects - Completed

? Won ICAI prestigious award for "Excellence in Financial Reporting" for FY 2021-22

? Got the ISO 9001:2015 certificate from TUV India Private Limited

? Rating by ICRA, has reaffirmed the long-term rating at "[ICRA]A+" and the short-term rating at "[ICRA]A1"

? Received 12 Safety awards

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures basis the management certified accounts-

(H in million)

Name of Latest audited Shares of Associate or Joint Ventures held by the Description Reason why Net worth* Profit or Loss for the year*

Association or Balance sheet company on the year end of how the associate/ attributable to

Joint Venture Date No. Amount of Investment Extent of is Joint shareholding Considered in Not

in Associates or Joint Holding (in sigmficant venture ls not Consolidation Considered in

Venture percentage) influence c?ns?lidated Consolidation

NTPC GE Power 31.03.2022 3,000,000 72 50 Company has Not Applicable 130.7 29.9 29.9

Services Private equity joint control

Limited shares

* The management certified accounts have been considered for consolidation.

PROMOTER SHAREHOLDING

The name of the Promoter entity is GE Steam Power International BV. It holds 46,102,083 equity shares constituting 68.58% of the paid-up capital of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with provisions of Section 129 of the Act and Listing Regulations, as amended, your Company has prepared Consolidated Financial Statements in accordance with the requirements of Ind-AS Rules. The Audited Consolidated Financial Statements along with the Auditors Report thereon forms part of this Annual Report.

Further, as per the fourth proviso of Section 136(1) of the Act, Audited Financial Statements of the subsidiary Company have been displayed on the website of the Company viz. www.ge.com/in/ge-power-india- limited

Members interested in obtaining a copy of audited financial statements of the subsidiary Company may write to the Company Secretary of the Company.

VIGIL MECHANISM

Your Company is committed to best Corporate Practices based on the principle of transparency, accountability, fairness and integrity to create long term sustainable value for its stakeholders. Your Company has in place Vigil Mechanism (Ombuds and Open Reporting Procedure) to provide an avenue to all Stakeholders to report concerns, whether actual or potential, about integrity violation or violation of law. The Company provides adequate safeguard to the Concern Raiser. If a Concern Raiser faces any retaliation as a result of reporting a Concern or supporting an investigation, the aforesaid Procedure provides adequate provision to report the incident to the Chairman of the Audit Committee. In addition, your Company has adopted an internal Code of Conduct namely ‘The Spirit & The Letter(‘S&L) which is followed by anyone who works for or represents GE, which includes your Company.

Employees have the power to influence GEs reputation worldwide by how they embrace the spirit of integrity. The Spirit & The Letter and the said policy helps ensure that the work employees do continues our long-standing tradition of working with unyielding integrity. It

helps us create an atmosphere where people want to work without any fear.

During the year, 33 stakeholders complaints were received out of which 27 complaints have been resolved to the satisfaction of the complainants. Out of the total resolved complaints ~ 50% of the complaints were confirmed.

The aforesaid policies are available on the Companys website viz. www.ge.com/in/ge-power-india-limited

FIXED DEPOSIT

The Company has not accepted any deposits and as such no amount of principal or interest was outstanding as at the end of FY 2022-23.

CREDIT RATING

Summary of the last credit rating obtained by the Company during FY 2022-23 is provided below: -

Name of the credit rating agency

ICRA Limited for long term and short term borrowings from Bank

Date on which the credit rating was obtained

20 December 2022

Long Term rating

(The outlook for long term rating is Negative)

Short- Term rating

A2+

Reasons provided by the rating agency for a downward revision

The reason for such downward revision is significant cost pressures, one-time expenses due to accident at a project execution site which may be recovered partly through insurance proceeds and slow pace of project execution.

ENVIRONMENT, HEALTH AND SAFETY (EHS)

For your Company safety, health and well-being of employees, contractors and customers are of prime importance. Your Company is governed by its EHS directives and instructions to protect itself and its stakeholders. EHS process is managed in accordance with the highest standards and from time to time these standards are evaluated. Your Company follows ‘Zero Tolerance Policy. In addition to this, every stakeholder is authorised to ‘Stop Work when there

is a potential threat of individual injury / illness or having chances of property damages. All locations have well-equipped healthcare facilities and arrangement for emergencies. Employees at all levels are given trainings so that they have an understanding of EHS requirements and build a culture of safety and well-being.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis is presented in a separate section, which forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report is presented in a separate section, which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year your Company did not grant any new Inter-Corporate Deposits (ICDs). Also there were no ICDs subsisting as on the date of this report. Particulars of investments made by your Company during FY 2022-23 have been provided in Note no. 7 of the Notes to Standalone Financial Statements which forms part of this Annual Report. Your Company has not given any Guarantee during FY 2022-23.

UPDATE

The Board of Directors of the Company in its meeting held on 09 August 2022 accorded in-principle approval for exploring and considering acquisition of upto 100% stake in GE Steam Power S AND E Africa Proprietary Limited from GE Steam Power S&E Africa Pty. Ltd. (a related party) to explore potential opportunities in compliance with applicable laws and charter documents. The same was intimated to Stock Exchanges on 09 August 2022.

RELATED PARTY TRANSACTIONS

During the FY 2022-23, Related Party Transactions as defined under Section 188 of the Act and the Listing Regulations, as amended, were at arms length and in ordinary course of business. Your Company has in place a Related Party Transactions Policy which was last amended on 21 March 2022, which inter-alia comprised of amendments relating to material modifications, voting on related party transactions, threshold for material modifications. During FY 2022-23, shareholders approval for Material related party transaction was obtained at the 30th Annual General Meeting of the Company. However, your Company did not enter into material related party transactions, as defined under the Listing Regulations and the Related Party Transaction Policy of the Company.

Omnibus approval for related party transactions (at arms length and in ordinary course of business) which were foreseen and repetitive in nature was obtained from the Audit Committee. All the related

party transactions entered during the year were at arms length and in ordinary course of business. During the period under review, your Company did not enter into any Related Party Transaction which may be considered material in terms of Section 188 of the Act and thus disclosure in Form AOC-2 is not applicable to the Company.

The disclosures pertaining to transactions with Related Parties in compliance with applicable accounting standards have been provided in Note no. 37(b) of the Notes to Standalone Financial Statements.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Act is annexed as ‘Annexure D to this Report.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors of your Company has laid down a Risk Management Policy for the Company. Further the Company has Risk Management Committee (RMC) in place. The Committee assists the Board in fulfilling its risk management oversight responsibilities with regard to identification, evaluation and mitigation of operational, strategic and external environment risks. The Company has an enterprise risk management (ERM) framework is in place. This helps in identifying elements of risks inherent to the business pertaining to tendering activities, contract execution, operational and financial management, environment, health and safety, reputation and image, currency fluctuation, compliance etc. These risks are assessed with respect to factors - external as well as internal to your Company which can impact its business operations and growth aspirations. There is a structured process to identify enterprise level critical risks and to develop their respective mitigation action plans. Status of these risks and mitigation action plans are periodically reviewed by the RMC.

The framework of Internal Financials Controls (IFC) and the system of Internal Audit complements the Policy by scientifically identifying, scoping and mapping risks to significant businesses, profit centers and functional areas. Risk matrices that map controls against risks in each area, are evaluated periodically. There exists an objective rating criterion for observations and time bound mitigations that are monitored. Every unit and function is required to deploy the control measures and ensure timely reporting. In the opinion of the Board, none of the above-mentioned risks threaten the existence of your Company.

REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder the Company has in place a policy on Sexual Harassment at workplace. The Company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. During FY 2022-23, the Company conducted awareness programs remotely, covering employees at its various locations in respect to sexual harassment at workplace. No case was reported relating to sexual harassment during FY 2022-23.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Board of Directors of your Company is satisfied with the internal financial control process with reference to the financial statements. Internal control environment of the company is reliable with well documented framework to mitigate risks. A detailed analysis is provided in the Management Discussion and Analysis.

ANNUAL RETURN

In accordance with the Act, the annual return in the prescribed format is available at https://www.ge.com/in/ge-power-india-limited/ reports-financials.

PARTICULARS OF EMPLOYEES

The information as required under Section 197 of the Act in respect of employees of the Company is annexed as ‘Annexure E to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed against your Company by the regulators or courts or tribunals during FY 2022-23 impacting the going concern status and your Companys operations in future.

MATERIAL CHANGES AND COMMITMENTS, IF ANY OR ANY OTHER MATERIAL EVENT HAVING AN IMPACT ON THE AFFAIRS OF THE COMPANY.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of FY 2022-23 and on the date of the report.

GENERAL DISCLOSURES

I. During the FY 2022-23, One case against the Company under the Insolvency and Bankruptcy Code, 2016 (Code) was initiated and is subsisting as on 31 March 2023.

Unistar Metals Private Limited Vs GE Power India Limited

1. Forum: NCLT, Mumbai - Court V

2. Filing Date: 03.06.2022

3. Proceedings initiated under: The petitioner had moved the application under section 9 of the IBC, 2016 to initiate a corporate insolvency resolution process on account of alleged failure of the Company to pay for certain goods supplied by the petitioner.

4. Status as on 31.03.2023: The matter is pending at the stage of filling of rejoinder by the petitioner.

There was one application initiated against the Company during the FY 2022-23 under the aforementioned Code which was quashed by the Honorable Court before 31 March 2023.

II. There was no instance of onetime settlement with any Bank or Financial Institution.

III. There has been no change in the nature of business of the Company.

IV. During the year the Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility and inclusiveness are part of the Companys sustainability strategy. Diversity, efficient resources management and engaging our internal and external stakeholders in the process of sustainability are part of the overall agenda. Through employee volunteering, sustainability goals and CSR efforts, the Company has endeavoured to prioritise commitment towards sustainable and inclusive development.

During FY 2022-23, the Company did not have the statutory CSR budget under the Act. However, apart from continuing the Ongoing Projects, the Company voluntarily spent H 5,50,000 towards Education program in GE Model Tribal villages promoting education and rural development during FY 2022-23.

INITIATIVE UNDERTAKEN BY YOUR COMPANY IN FY 2022-23

Basic Education for poor children in the tribal villages of Durgapur

Your Company in partnership with Swami Vivekananda Vani Prachar Samity (SVVPS) provided basic education in tribal villages of Durgapur, West Bengal (Moldanga, Fuljhor & Kathaldanga) benefitting the education of 120 Children. This project included running of 3 education centres at Modaldanga, Fuljhor and Kathaldanga which facilitated in providing teachers, educational materials like Books, copies etc., organizing cultural programs, annual sports and excursion. The Project got completed during FY 2022-23.

ONGOING PROJECTS UNDERTAKEN BY YOUR COMPANY IN FY 2021-22

Educators Empowerment Program

Teachers from the rural community are expected to provide learners with appropriate and contemporary experiences that allow them to successfully engage with digital technology and prepare them for 21st century. It is the need of the hour to initiate effective teaching and learning process simultaneously by using latest tools and web- based collaborative learning methods.

Your Company in partnership with ICT Academy had launched Educators Empowerment Program to train 1200 teachers of Primary/ Middle/Higher Secondary at various locations including Noida, Gautam Budh Nagar and Ahmedabad on Digital Teaching Skills to help teachers at schools advance their teaching style to meet the demands of this new digital world and make the virtual classroom a great learning environment. This project began in FY 2021-22 and was marked as an Ongoing project which successfully got completed before 31 March 2023 by achieving the project objective of training 1200 teachers.

Employment linked Skill Training Program for youths

Your Company in partnership with Tech Mahindra Foundation has initiated a project which aimed at providing employable skills in Amazon Web Services (AWS) re/Start program on Cloud Computing to 1,000 youths from Delhi, Chandigarh, Bangalore, Chennai, Delhi NCR, Hyderabad, Kolkata, Mumbai, Pune and Visakhapatnam. AWS re/Start is a full-time, classroom- based skills development and training program that prepares learners for entry- level careers in cloud computing technology and connects them to potential employers. Through real-world, scenario-based learning, hands-on labs, learners gain the technical skills they need for entry-level cloud roles. AWS re/Start also focuses on building professional skills such as adaptive communication, time management, and collaboration. 579 students have been enrolled till 31 March 2023. The programs mission is to build a diverse pipeline of entry-level cloud talent. This project began in FY 2021-22 and was marked as an Ongoing project which is targeted to be completed before 31 March 2024.

Project Dependence to Independence

Your Company in partnership with Ratna Nidhi Charitable Trust had initiated a project to enable people with movement disabilities with prosthetic care like jaipur foot, Calipers, Crutches and Prosthetic hands. This project aimed to provide free prosthetic limbs to the identified beneficiaries in Sanand, Ahmedabad (Gujarat). This project involved stages like mobalization, measurement camps, manufacturing and finally distributing the equipment to the beneficiary making them independent. Under this project 380 prosthetics were distributed. This project began in FY 2021-22 and was marked as an Ongoing project which successfully got completed before 31 March 2023.

INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Pursuant to Section 124(5) of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. In accordance with the aforesaid provisions, H 3,108,820/- was transferred to IEPF Authority in respect of dividend for FY 2014-15.

Pursuant to Section 124(6) of the Act, such shares in respect of which dividend has remained unpaid or unclaimed for seven consecutive years shall be transferred to Demat account maintained by IEPF Authority. In accordance with the aforesaid provisions 16,611 equity shares of the Company in respect of which dividend has remained unpaid or unclaimed for seven consecutive years from 2014-15 were transferred to the Demat account maintained by IEPF Authority.

No dividend was declared or paid by the Company for FY 202122, hence no amount was due to be credited in compliance with Section 124(6) of the Act) to IEPF Authority during the FY 2022-23. Additionally, no dividend has been declared by the Company for FY 2022-23.

Details of year wise amount of unpaid/unclaimed dividend lying in the unpaid account which are liable to be transferred to the IEPF Authority and the due dates for such transfer form part of the notes to notice of ensuing Annual General Meeting of the Company.

As on 31 March 2023, no equity shares were eligible to be transferred to IEPF Authority in this financial year as no dividend was paid by the Company in FY 2015-16. Therefore no dividend and its corresponding shares for the year mentioned above shall be transferred to the IEPF.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to thank all its shareholders, valued customers, banks, Government and statutory authorities, investors and stock exchanges for their continued support to the Company. Your Directors wish to place on record their deep sense of appreciation for the committed services by employees. Your Directors acknowledge with gratitude the encouragement and support extended by the valued shareholders and the Promoter of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company is voluntarily submitting Business Responsibility and Sustainability Report in place of the mandatory Business Responsibility Report which is annexed as ‘Annexure G to this Report.

For and on behalf of the Board of Directors

Mahesh Shrikrishna Palashikar

Place: Noida

Chairman & Non-Executive Director

Date: 26 May 2023

(DIN 02275903)

To,

The Members,

GE Power India Limited

Regus Magnum Business Centers Private Limited,

11th Floor, Platina, Block G, Plot C-59 BKC, Bandra (E)

Mumbai City, MH -400051

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GE POWER INDIA LIMITED having CIN L74140MH1992PLC068379 (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives, during the conduct of Secretarial Audit, the explanations and clarifications given to us and the representation made by the Management , we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on 31st March 2023, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2023, according to the provisions of:

i. The Companies Act, 2013 (‘the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment;

v. The following Regulations and Guidelines prescribed under the

Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not Applicable to the Company during the Audit Period);

(e) The Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 (Not Applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable to the Company during the Audit Period);

(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the Company during the Audit Period);

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not Applicable to the Company during the Audit Period) and;

(j) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not Applicable to the Company during the Audit Period)

vi. The operations of the Company include a composite range of activities viz. engineering, procurement, manufacturing, construction and servicing of power plants and power equipment. In our opinion, the Company being operating in the aforesaid diversified activities, various laws/regulations are applicable to it. The other major laws, as informed by the management of the Company which are specifically applicable to the Company based on their sector/industry are:-

a) Indian Boilers Act, 1923;

b) The Environment (Protection) Act, 1986;

c) The Water (Prevention and Control of Pollution) Act, 1974 & Central Rules/concerned State Rules;

d) The Air (Prevention and Control of Pollution) Act, 1981 & Central Rules/concerned State Rules;

e) The Factories Act, 1948;

We have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

We further report that

As per our inspection of records of the Company, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Women Director and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings seven days in advance except where consent of the directors was received for scheduling meeting at a shorter notice. Agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All the decisions of the Board were carried out through unanimous votes, no dissenting views of any Director was recorded in the minutes maintained by the Company.

We further report that based on the review of the compliance mechanism established by the Company and on the basis of the compliance certificate(s) issued by various departments and taken on record by the Board of Directors at their meetings, we are of the opinion that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there has not been any such activity having a major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines etc.

For Hemant Singh & Associates

Company Secretaries

Hemant Kumar Singh
(Partner)
Membership No: F6033
COP No : 6370

Date: 06.07.2023

UDIN:F006033E000467505

Place: New Delhi

PR NO.: S2010DE139000