GE Power India Ltd Directors Report.

Dear Shareholders,

Your Directors present the 28th Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31 March 2020 (‘FY 2019-20)

FINANCIAL HIGHLIGHTS

(Rs in million)
Particulars Year ended 31 March 2020 Year ended 31 March 2019
Profit/(Loss) before exceptional items, tax, interest and depreciation 2,564 3,112.4
Less: Interest/Finance Costs 492.5 411.3
Less: Depreciation and amortisation expense 664.7 314.2
Profit/ (loss) before exceptional items and tax 1,406.8 2,386.9
Exceptional item (329.1) 922.9
Profit/ (loss) before tax 1,735.9 1,464.0
Provision for taxation
-Current tax 268.5 859.4
-Tax related to earlier years 33.6 202.5
-Deferred tax charge (credit) 583.1 (358.4)
Profit/ (loss) after tax 850.7 760.5
Balance brought forward from previous year in the statement of profit and loss 5,651.2 5,134.3
Profit available for appropriation 6,501.9 5,894.8
Appropriations
a) Transferred to General Reserve - -
a) Dividend paid 403.4 201.7
a) Corporate Dividend Tax (Net) paid 80.1 41.9
Balance carried forward to Balance Sheet 6,018.4 5,651.2
Proposed Dividend 134.5 403.4

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.

In compliance with the Dividend Distribution Policy of the Company, your Directors are pleased to recommend a dividend of RS 2/- per equity share (i.e. 20% of the face value of RS 10/-each) for FY 2019-20 amounting to RS 134.5 million, subject to applicable tax laws.

TRANSFER TO RESERVES

No amount was transferred to reserves during FY 2019-20

STATE OF COMPANYS AFFAIRS

Operations The year in review

The Power industry is undoubtedly an engine of growth, as it contributes significantly to economic growth and employment. Access to affordable electricity uplifts the standard of living for major part of population. It also opens up avenues for further growth of the economy by improving productivity and enabling new industrial activities. To keep pace with Indias rapid economic growth, population growth and consumption growth, IEA estimates that electricity demand in India is likely to almost triple between 2018 to 2040. Hence, billions of Indians need reliable, affordable and cleaner power for economic activities and growth. Your company is focused on this enduring purpose and is well positioned to play a vital part in Indias growth story in the coming years.

Presently, as per BP Statistical Review of World Energy, India is the 3rd largest producer and consumer of electricity in the world. Per capita consumption of electricity has improved from 632 units in 2005-06 to ~1200 units in 2019-20. Still, India is ranked very low vis-a-vis other large economies such as China, where per capita consumption is >4000 units per annum and there is substantial potential for its growth. During the last few years, due to implementation of various government initiatives, access to electricity has improved substantially and now 99.99% of Indian houses are electrified*. An improved access to electricity coupled with growing consumption, increasing population and rise in economic activities; India is bound to witness a substantial ‘increase in demand for electricity in the coming years.

Your company is focused on supporting generation from coal-based units, that currently comprises the largest portion of the Indias power generation as well as supporting generation from gas and hydro units. Currently, of the total installed base (IB) of ~370GW (March 2020, CEA), coal comprises ~55%, large hydro ~12%, Wind ~10%, Gas ~7%, Solar ~9%, other renewables ~5% and Nuclear ~2%. The generation mix, however, is quite different with majority ~72% coming from the coal-fired power plants over the FY 2019-20.

Conventional sources of electricity are being challenged by a global focus on climate change, which the Government of India (GoI) has vigorously supported through an extensive renewable energy installation program, especially Solar and Wind. This has resulted in renewables sources capturing a significant share of the growth, resources, and available funds for the power sector in the market. While the share of renewables in the Indian electricity mix will increase over time, conventional sources will remain vital in order to meet the energy requirements of the growing economy. In fact, their role will evolve in increasingly important ways:

*(Data- - Saubhagya.goi.in) **(March 2020, CEA)

Growing electricity needs along with retirements and replacement of old coal-fired power plants are expected to drive the market need for new capacities over a longer period. Ordering of high efficiency and low emission supercritical/ ultra-supercritical coal fired power plants will continue for the foreseeable future, which is also in line with the CEAs ‘Optimal Generation Capacity Mix for 2029-30 which estimates that the installed capacity from coal-fired power plants to be 266GW by 2030. By 2022, existing coal fired power plants will become as clean as any in the world - as defined by local pollutants such as SOx and NOx - when outfitted with Air Quality Control technology infrastructure as prescribed by GoIs emission norms. Efficiency enhancement measures are poised to be adopted across the majority of thermal units in the country, improving overall plant efficiency, reducing fuel usage, leading to reduced costs, increasing merit position and affordability, boosting MW output, and extending unit life of the plant. Furthermore, we see a major focus on reduction in CO2 emissions.

To integrate higher penetration of renewable, with very limited available resources of Hydro pump storage, nuclear, gas units with gas availability in India, its imperative that coal power stations will be called upon to increasingly "balance" the grid when the wind does not blow or the sun does not shine. Coal is likely to support >70% of balancing needs by 2022. This positions the thermal stations as essential enablers for integrating increasing renewable sources into the grid.

Your Company, in the Indian market, is well-positioned to support the above demands for the power generation market in India. We believe in our people who work every day in Indias thermal sector; ready to make conventional generation sources more relevant and a leading contributor to power sectors goal of building a cleaner and sustainable future.

BOILERS

Your Companys execution unit at Noida and manufacturing facility in Durgapur, West Bengal, is capable of manufacturing Supercritical and Ultra Supercritical Boilers equipped with latest manufacturing technologies. Your Company, in partnership with BHEL, accomplished the significant milestones in the FY 2019-20.

Major milestone achieved by your company in 2019-20:

2X660 MW Banharpalli - Unit#3 COD declared in July, 2019; Unit#4 COD declared in August, 2019. 1X800 MW Wanakbori - Unit#8 COD declared in October, 2019. 3X660 MW Nabinagar- Unit #1 COD declared in July, 2019. 2X800 MW Gadarwara - Unit#1 COD declared and PAC in June, 2019.

2X500 MW Neyveli- Unit #1 COD declared in December, 2019. 2X800 MW Darlipali- Unit#1 COD declared in March, 2020.

Key erection & commissioning progress on projects with BHEL-GE partnership projects:

3X660 MW Nabinagar- Unit#3 Drainable Hydro Test completed in July, 2019; Unit#2 Non-Drainable Hydro Test completed in August, 2019.

3X660 MW North Karanpura- Unit# 2 Drainable Hydro test completed in October, 2019.

1X800 MW North Chennai -Drainable Hydro Test Completed in December, 2019.

Key commissioning in FY 2019-20:

1X800 MW Wanakbori - Unit#8 full load achieved in June, 2019.

2X500 MW Neyveli Unit#1 full load achieved in September, 2019; first unit refractory work and dryout completed; Unit#2 synchronization achieved in February, 2020.

2X660 MW Suratrah Unit#7 full load trial run achieved in March, 2020. 3X660 MW Nabinagar- Unit#2 achieved steam blowing in December, 2019 and oil synchronization achieved in February, 2020.

2X800 MW Gadarwara- Unit#2 steam blowing achieved in December, 2019.

2X800 MW NTPC Darlipali STPP - Unit#1 synchronized successfully in April, 2019 followed by full load achievement in October, 2019. Unit#2 NDHT in presence of IBR was successfully declared completed in November, 2019 followed by boiler first light up in January, 2020 and chemical cleaning completion in January, 2020.

Progress on CEL II 1 x 150 MW Sihanoukville, Cambodia:

Your company is executing the first 150 MW CFB Boiler fully designed and manufactured from India. The project achieved synchronization and unit full load for the first time in December, 2019 at CEL II Sihanoukville Cambodia of Toshiba Power Limited.

Manufacturing highlights of FY 2019-20 from the Durgapur factory:

Your Companys manufacturing facility in Durgapur, West Bengal, successfully dispatched over 10,000 MT finished goods in one year. It includes boiler pressure parts to various project sites, NTPC Barh-I (3 Units) power services supply of boiler pressure parts, condenser components for Ghatampur, Mills

Durgapur manufacturing facility has been transformed from single product (boiler pressure parts) to multi product manufacturing facility of various power plant components. The product portfolio includes Boiler Pressure Parts, HP Mills, critical piping, Condenser Components for Supercritical Power Plants. Durgapur also caters supply of components for repair and refurbishments of power plants. Durgapur facility has a complete set up of engineering, project management, manufacturing etc.

Boiler pressure parts manufacturing & engineering:

2X660 MW Udangudi project- dispatch started for pressure parts and 90% pressure parts dispatched.

2X660 MW Maitree & 2X800 MW Telangana 100% pressure parts dispatched.

1X660 MW Panki Boiler pressure parts dispatch started. 2x800 MW Uppur - Boiler pressure parts major dispatch completed.

New orders from BHEL-GE partnership:

Bhusawal 1X660 MW Boiler with Supercritical steam parameters. GEPIL supplying partial pressure p. Patratu 3X800 MW Boiler with ultra-supercritical steam parameters. Service contract is for Technical field advisory services.

MILLS

Hassiyan (UAE) HP 1103 Unit #30 pulveriser manufacturing completed and dispatched successfully.

12 sets of Journal shaft assemblies supplied to MAHAGENCO for Chandrapur and Bhusawal Power plant. 8 sets of Journal shaft assemblies manufactured for Harduagang Power Plant. One set of Drive assembly supplied to KPCL Bellery. 5 set of Dynamic classifier parts supplied to Customer Hawton, USA.

AIR QUALITY CONTROL SYSTEMS

Your Company continues to leverage the large opportunity presented by the change in emission norms for SO2, NOx and PM in Thermal Power plants which are in operation and under construction. Your Company received the following new orders in the FY 2019-20:

Wet Flue gas Desulphurization systems at:

IGSTPP Jhajjar (3 x 500 MW) by Aravali Power Company (APCPL) NTPC Simhadri Super Thermal Power Station Stage I

(2 x 500MW) & Stage II (2 x 500 MW)

Sipat Super Thermal Power Station by Stage I (3 x 660 MW) by NTPC

Feroze Gandhi Unchahar Thermal power project phases I, II, III

(5x210 MW)

Your company achieved the following milestones in the FY 2019-20:

Maemoh, Thailand: 1X660 MW Power Plant-ESP- Provisional Acceptance Certificate (PAC) was successfully issued by Electricity Generating Authority of Thailand (EGAT) in November,2019

Yanbu, Saudi Arabia: 5x620 MW Power Plant- ESP- Saline Water Conversion Corporation (SWCC) Unit 3 successfully achieved first fire in December,2019 for Unit#5

Cambodia Energy Limited II, Sihanoukville- Successfully achieved full load operation of Boiler and ESP and successfully completed synchronization in December,2019

SERVICES

Even as the country has chalked out plans to significantly move towards developing, implementing and deploying renewable technology, coal is still likely to remain the mainstay in Indias energy mix. India is endowed with easily accessible and abundant coal reserves (fifth largest globally), adequate to meet the energy requirements of the Indian economy for the foreseeable future.

Importantly, coal-based generation, the cheapest and most reliable source of electricity in India, accounts for ~55% of the installed capacity (as of March2020) and nearly 72% of our total electricity generation in FY2019-20. The plant load factor (PLF), a measure of plant utilization, stood at ~56% for coal-based plants in FY2019-20.

As per the CEA ‘Optimal Generation Capacity Mix for 2029-30, >50% generation will come from coal fired plants, which is likely to drive stable spending towards the plant operation and maintenance. This is one of the core growth areas identified by your company.

The efficiency of coal fired power plants in India is low compared to the global standards, and there is an opportunity and need to retrofit the existing coal fired power plants to increase their efficiency and reduce their carbon emission levels. The majority of the power continues to be generated by subcritical units, where there is an immense need and substantial potential to improve the performance & efficiency. There are various retrofit options available for these units. For instance, after a successful retrofit of steam turbine shaftline in India demonstrated over 14% heat rate improvement at the Gujarat State Electricity Corporation Limited (GSECL) Ukai and Wanakbori units, your company also executed steam turbine shaftline retrofit for an industrial captive unit of Hindalco, where we improved the heat rate of the unit by 3% and power output by over 10% over the original design. Reconfirming the need of such retrofits in the county, your company is well poised with state-of-the-art technology and the technical know-how to address the retrofit/upgrade need of the coal power generating units. Such efficiency improvement projects can help India in achieving 33% to 35% reduction in the emissions intensity of the countrys GDP by 2030, as per the commitment made by the global treaty, and make electricity more affordable, cheap while conserving coal.

With Indias new coal plant emission regulations in place, all utility, industrial and captive plant boilers are required to modify their firing systems to improve NOx emissions. GE Powers technology is helping the customers in reducing NOx generation to meet the new environmental norms. With more than 130 GW of Indias coal fired fleet operating on sub-critical levels, the implementation of this low NOx boiler technology can help the country reduce its NOx up to 50% from the current levels, and help these units meet the new MoEF norms on NOx emissions. In July 2019, GE Power was selected by Hindustan Power for the deployment of low NOx solutions and boiler modification of their Annupur power plant. By getting these first orders in the NOx upgrade market segment in industrial and utility segment, your company is well poised for growth in this market in next 2 to 3 years.

India is also committed to promote Renewable Energy sources for power generation, and it plans to achieve about 40% cumulative electric power installed capacity from non-fossil fuel energy sources by 2030. As a step in this direction, the GoI has taken several initiatives such as setting up the renewable energy capacity addition target to 175GW by 2022. With the increasing share of renewables in the electricity generation-mix, Indias daily ramp up requirement is likely to be 60-80 GW. Some coal-based units would be required to address flexibility needs arising from day-of-time and weather-based gaps in daily demand / load generation curve. We expect this need for flexibility upgrade of coal units would increase in the future as the renewable penetration grows. With specific flexibility solutions available in the broad basket of service offerings, your company is well prepared to take lead role and support these upcoming needs of the future.

Overall, your company is well placed to address customers specific O&M needs, improve the power plant efficiency, reduce CO2/Nox/ PM emissions levels and support with solutions for making existing coal plants more flexible for integrating higher GW of renewable power in the future.

Following are some of the successful order wins and milestones achieved by your company in FY 2019-20:

De-NOx solutions and boiler modification at Hindustan Power-Annupur.

Order from Adani Power for revamping of sea water FGD at their Mundra plant. Various orders for parts, repairs and services from several utility and industrial power plants.

Executed Indias first De-NOx upgrade for industrial units at TATA chemicals Mithapur. Executed Chinese make 660MW-generator rotor rewind for Sembcorp Energy-Nellore, much before the scheduled completion. Repaired and balanced 660MW Chinese make turbine rotor for Adani Power Mundra at our local Sanand factory. Executed ESP overhauling job for Torrent power, Ahmedabad. Executed first of its kind GVPI stator rewind of 270MW Generator of Rattan India, witRs 95% local engineering, using countrys first and special bar extraction tool.

Executed several STG overhauls for several utility and industrial power plants.

AUTOMATION AND CONTROL

Your company received the following new orders in the FY 2019-20:

Chuzachen hydroelectric power project (2X55 MW) in Sikkim, India successfully achieved HMI upgrade system ALSPA Series 5 to Series 6. AVR and GCP full upgrade system of GT Unit#1 at GACL (115MW), Combine cycle Power Plant in Dahej Gujarat, India AVR Partial Upgrade system at TAQA Nevyeli (250 MW), lignitefired Steam Power Plant in Nevyeli, Tamil Nadu, India.

Your company achieved the following milestones in the FY 2019-20:

Chuzachen (2X55 MW) hydroelectric power project: ALSPA Series 5 to Series 6 HMI upgrade -Successfully commissioned and the project was handed over to the customer in February, 2020.

GACL (115 MW) Combine cycle Power Plant:

AVR & GCP full upgrade - GT Unit#1 - Successfully commissioned and the project was handed over to the customer in March, 2020. TAQA Nevyeli (250 MW), lignite-fired Steam Power Plant: AVR Partial Upgrade - Successfully commissioned and the project was handed over to the customer in March, 2020.

Export Project

TANJUNG KIDURONG (420 MW) 1 x KA26 1 MS CCPP Block-II- ALSPA Series 6 DCS system in Malaysia. This was an export Project where ALSPA Series 6 DCS system was supplied to TANJUNG KIDURONG project in Malaysia in January, 2020.

GAS POWER SYSTEMS

The Gas Power Systems in your company is part of the MENESA (Middle East, North Africa and South Asia) region and is actively involved in managing projects in South Asia sub region. While managing the projects in the south Asia, it also is supporting gas projects globally for Engineering, Procurement and Construction services including resource deployment to global project sites. The Gas Power Noida Execution centre of your company is presently managing following projects with Centre of Excellence activities:

Summit Meghnaghat II, first flagship 9HA.01 project is a dual fuel 600 MW CCPP in Bangladesh.

Unique project is a 600 MW CCPP on Turnkey basis in Bangladesh Bhola 2, is a 220 MW Gas based EEP project in Bangladesh Shajibazar, 100 MW Gas based Equipment only project in Bangladesh HPCL Vizag, 75 MW Gas based equipment only project in India Khulna is 300 MW CCPP in Bangladesh

Some of the EPC combined cycle projects where GPS Noida engineering team is involved are Sergipe in Brazil, EVM II in Mexico and Chia Hui in Taiwan. Besides these, there are various Gas Power partner projects such as Dihiqar, Samawa and Waad AL Shamal in Middle East, Ghorasal -3 in Bangladesh, Melaka, Jawa 1, Tambak Lorok in Asia, which are currently underway.

Managing procurement activities for balance of plant equipment for global Gas projects like Alba in Bahrain, Wad Al Shamal in Saudi Arabia, Sabiya in Kuwait, Zubair, Besmaya, Samawa and Dhiqar in Iraq, SEWA Hamriyah in UAE, Bhola 2, Summit Meghnaghat II, Unique Meghnaghat in Bangladesh.

Construction and commissioning expertise and site management services for Gas based power projects at Zubair, Dhiqar and Samawa projects in IRAQ, Waad Al Shamaal in Saudi Arabia, Summit Meghnaghat 2 and Unique Meghnaghat in Bangladesh.

Engineering support is provided across all Centre of Excellence disciplines including structure, pressure parts, piping and equipment etc. HRSG Projects such asare Indeck Niles and Guernsey (US), EVM II (Mexico), Iernut (Romania), SEWA (UAE), Sabiya (Kuwait), Ghorasal 3 & Meghnaghat II (Bangladesh), Alba (Bahrain), Waad Al Shamal (KSA), TJK I & II (Malaysia) and Kirikkale (Turkey) etc.

HYDRO

The market witnessed intense competition and in certain cases, customers including PSUs postponed the projects. However, the company sees a strong potential for PSP market, with push from governments for renewables energy, especially Solar and Wind segment, to support storage and grid stability. During the year, Megha Engineering & Infrastructures Limited signed a contract with your company for 500MW Kundah PSP Hydro Electric Project in the state of Tamil Nadu, which has now received the notice to proceed. The company has also started seeing interest and investments from private players in the PSP model.

During the year, the company terminated the Polavaram Contract of 818 Cr INR with Navayuga Engineering Company Limited ("customer"), due to prolonged suspension by the customer. The company is in the process of settlement with the customer.

Project in Execution: Idukki: Renovation and Modernization order for 1st Stage (3x130 MW) of Idukki Hydro Electric power station received in 2016, your company successfully commissioned the two units during the year.

WAY FORWARD

As coal is likely to remain the mainstay of Indias energy mix for the foreseeable future, even as the country moves towards mainstreaming renewables, its imperative that making coal power more efficient, cheaper and more flexible to support renewable integration are going to be a key future asks from the Indian coal power plants.

Several steps in this direction have already been taken by GoI e.g. adopting supercritical technology, deploying higher renewables, coming out with new stricter SOx, NOx, SPM pollution, water consumption norms for thermal and deploying Perform, Achieve and Trade (PAT) scheme for energy efficiency improvements across key energy intensive sectors and Implementing SCED scheduling pilot project by POSOCO. It is only expected that these would go through a full implementation phase in coming years creating substantial opportunities in the power sector. Given the need to balance the growing environmental concerns with the objective of providing affordable power to its citizens, it is important for India to manage coal plants with a holistic approach. There are cases where plants are strong candidates for an efficiency improvement or for flexible operations, and for these cases, an integrated approach to address emissions with flexibility/ efficiency retrofit is needed.

Such specific solutions along with leveraging latest digital technologies will ensure coal-based power plants will continue to be the mainstay of Indias power system for a sustainable long run, supplying affordable and reliable power to all Indian citizens, meeting the current as well as future growth aspirations of India.

With focus of Governments on Renewable power specially Wind & Solar, more & more intermittent power supplies to Grid is increasing demand for Hydro Pumped Storage market. Hydro Pumped Storage with its unique technical capabilities and GEs experience in Pumped Storage over the years gives us an opportunity to address this market. Further, there is an expectation that the New Hydro Policy will be launched soon by the Government of India, which can support rightful place for Hydro power in the India energy mix, as clean and reliable source of energy. The Company will continue to work for business opportunities that meet the requirements of economic results considering the overall risk-reward profile.

The main scope for Gas business in legal entity is being the Centre of Excellence for the contracts signed by GTM entities, and we are principally supporting execution of the projects globally for Engineering, procurement and construction resources. While for projects that are being project managed from the legal entity we work on behalf of the contracting entities.

DIRECTORS

The Board of Directors, in compliance with Section 161 of the Companies Act, 2013 and the rules made thereunder (‘the Act) read with the Articles of Association of the Company and upon recommendation of Nomination and Remuneration Committee, appointed

1. Mr. Mahesh Shrikrishna Palashikar (DIN 02275903) as Non-Executive Chairman w.e.f. 27 May 2020

2. Mr. Vijay Sharma (DIN 06700052), Chief Financial officer, as an Additional Director of the Company w.e.f. 30 May 2020.

Further in compliance with Sections 196 and 203 of the 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 26 May 2020 appointed Mr. Vijay Sharma as Whole-time Director of your Company for a period of 3 years from 30 May 2020 to 29 May 2023 subject to the approval of the members and such other approvals as may be required.

The Board recommends appointment of Mr. Mahesh Shrikrishna Palashikar as Non-Executive Chairman, liable to retire by rotation and Mr. Vijay Sharma as Whole-time Director of the Company, liable to retire by rotation. Mr. Vijay Sharma will continue to serve as Chief Financial Officer of the Company in addition to his Whole-time Directorship.

Further in compliance with Sections 196 and 203 of the Act read with Schedule V and other applicable provisions of the Act and the Articles of Association of the Company, the members of the Company approved the appointment of Mr. Prashant Chiranjive Jain (DIN 06828019) as Managing Director of the Company for a period of three (3) years from 17 April 2019 to 16 April 2022 in the 27th Annual General Meeting held on 23 July 2019.

Pursuant to Section 149 of the Act and Regulation 25 of the Listing Regulations Independent Directors viz. Dr. Uddesh Kumar Kohli (DIN 00183409) and Mr. Arun Kannan Thiagarajan (DIN 00292757) were re-appointed at the 27th Annual General Meeting held on 23 July 2019 for second term of 5 consecutive years up to 24 July 2024 and Ms. Neera Saggi (DIN 00501029), was appointed at the 24th Annual General Meeting held on 29 July 2016 for a period of 5 consecutive years up to 13 June 2021.

In terms of Regulation 17(1A) of the Listing Regulations, approval of the members of the Company was obtained in the 27th Annual General Meeting held on 23 July 2019 for the continuation of directorship of Dr. Uddesh Kumar Kohli and Mr. Arun Kannan Thiagarajan as Non-Executive & Independent Director, who had attained/ were to attain the age of 75 years.

All the three Independent Directors 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 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 2019-20.

The particulars in respect of directors seeking appointment 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 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 their appointment.

Mr. Sanjeev Agarwal (DIN: 07833762) was appointed as Whole-time Director for a period of three years from 30 May 2017 to 29 May 2020 by the Board of Directors of the Company. Due to personal and unavoidable circumstances, he expressed his desire not to seek re-appointment and his tenure came to an end on the closing hours of 29 May 2020.

Mr. Vishal Keerti Wanchoo (DIN 02776467), Chairman superannuated from the GE Group and accordingly resigned from the position of Chairman & Non-Executive Director of the Company with effect from 27 May 2020. Due to personal and unavoidable circumstances, Mr. Andrew H DeLeone (DIN 07840902) resigned from the position of Director and Managing Director of the Company w.e.f. close of business hours on 05 April 2019.

The Board places on record its appreciation for the valuable contributions made by them during their tenure.

GE Share Purchase Plan

GE Share Purchase Plan is an international program offered to employees part of GE Group in various countries. The Company offers Share Purchase Plan (hereinafter referred to as ‘GE Share Purchase plan) of its ultimate holding company i.e. General Electric Company to the employees of the Company. Eligible employees have the option to purchase shares (up to 10% of the basic salary or as may be specified in the extant GE Share Purchase plan) of General Electric Company, USA (GE Shares) by electing a monthly amount to be taken out of their pay. GE Shares 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.

SHIFTING OF REGISTERED OFFICE

The Registered Office of the Company stands shifted from The International, V Floor, 16, Marine Lines Cross Road No. 1, Off. Maharshi Karve Road, Churchgate, Mumbai - 400020 to Unit No 211-212, 2nd Floor, The Capital, G Block, Plot No. C-70, Bandra Kurla Complex, Bandra East, Mumbai - 400051 w.e.f. 01 April 2020.

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 finalised 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 120 (one hundred and twenty) days.

Your Company has the following Committees: Audit Committee (AC) Nomination and Remuneration Committee (NRC) Corporate Social Responsibility Committee (CSR) Stakeholders Relationship Committee (SRC) Risk Management Committee (RMC)

The details of composition/change in composition, meetings and attendance at the meetings of Board and its committees namely AC, NRC, CSR, SRC and RMC held during the FY 2019-20 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.

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 2019-20.

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.

Nomination and Remuneration Policy of the Company 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 Directors 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 Board as a whole, Chairman of the Company, Committees of the Board namely Audit Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Nomination and Remuneration Committee and all the 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. B S R & Co. LLP, Chartered Accountants (Firm Registration Number 101248W/W-100022) were appointed at the 24th Annual General Meeting of the Company to hold office for a term of 5 (five) consecutive years until the conclusion of the 29th Annual General Meeting of the Company.

Cost Auditors

Pursuant to Section 148 of the Act, your Directors, on the recommendation of the Audit Committee, appointed M/s. Shome & Banerjee, Cost Accountants as Cost Auditors of your Company for the FY 2020-21 to carry out the cost audit for the applicable business at a remuneration of RS 3,00,000/- (Rupees Three Lacs only) plus applicable taxes and reimbursement of out of pocket expenses. A Certificate from M/s. Shome & Banerjee, Cost Accountants has been received to the effect that their appointment as Cost Auditors of the Company, would be in accordance with the limits specified under Section 141 of the Act.

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 Shome & Banerjee, Cost Accountants for the FY 2020-21 at the ensuing Annual General Meeting.

The Cost records as specified by the Central Government in compliance with sub-section (1) of section 148 of the Companies Act, 2013 is 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 2020-21. The Secretarial Audit Report in Form MR-3 for FY 2019-20 is annexed as ‘Annexure B to this Report.

Further in compliance with Regulation 24A of Listing Regulations, Secretarial Compliance Report for the year ended 31 March 2020, 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 24 June 2020.

There were no qualifications, reservations, observations or adverse remarks made by the Auditors in their report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

I. in the preparation of the annual financial statements for the year ended 31 March 2020, 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 2020 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. internal 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 business services related to boilers. From the year 2005 it only has some ‘other income. The aforesaid subsidiary did not have any business operations during the year. During FY 2019-20, GEPBSL had a total income of H 0.085 million (Previous Year : RS 1.4 million) along with loss after tax of (RS 4.7 million) (Previous Year : (RS 6.6 million)). As at 31 March 2020, GEPBSLs accumulated losses of (RS 44.9 million) have eroded its paid up equity capital of RS 3.4 million.

Your Company has a Special Purpose Company (SPC) in the name of Alstom Systems India Private Limited. The role of your Company in the SPC is limited only to equity participation not exceeding 5% (not exceeding RS 80 million) and that of ALSTOM Transport S.AS. is 95% or more. Your Company is not responsible for the execution and day to day management of the transport operations specific to this SPC.

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 2019-20 in the prescribed format Form AOC-1 is as under :-

Part A Subsidiaries

(Rs 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 3.4 (44.9) 1.5 43.0 - - (3.3) 1.4 (4.7) - 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

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures - Not applicable

PROMOTER SHAREHOLDING

Name of the Promoter entity i.e. Alstom India Tracking BV changed to GE Power India Tracking B.V. w.e.f. 15 April 2020. GE Power India Tracking BV 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. During the year, 52 stakeholders complaints were received out of whicRs 42 complaints have been resolved to the satisfaction of the complainants. Out of the total resolved complaints 25% 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 2019-20.

CREDIT RATING

Summary of the credit rating obtained by the Company during FY 2019-20 is provided below: -

Name of the credit rating agency ICRA Limited
Date on which the credit rating was obtained 27 September 2019
Long Term rating Reaffirmed as AA-. The outlook
on the long-term rating is Stable
Short- Term rating Reaffirmed as A1+
Reasons provided by the rating agency for a downward revision Not applicable

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

Your Company placed Inter-Corporate Deposits (ICDs) of RS 550 million (closing balance) with GE Power Systems India Private Limited and RS 36.6 million (closing balance) with GE Power Boilers Services Limited. Particulars of the ICDs given are provided in Note no. 16 of the Notes to Standalone Financial Statements which forms part of this Annual Report. The rate of interest for aforesaid ICDs were in the range of 7.15% p.a. to 8.70% p.a. All the ICDs were granted in compliance with Section 186 of the Act. The aforesaid ICDs were granted for business purposes only.

Particulars of investments made by your Company 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 the FY 2019-20, except as specified in the notice of ensuing Annual General Meeting.

RELATED PARTY TRANSACTIONS

During the FY 2019-20, 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. During the FY 2019-20, your Company entered into material related party transactions, as defined under the Listing Regulations and the Related Party Transaction Policy of the Company, which were duly approved by the members of the Company in the 27th Annual General Meeting. Further material related party transactions entered/proposed to be entered from FY 2020-21 onwards are detailed in the notice of the ensuing Annual General Meeting 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. 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. 38 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. It identifies elements of risks inherent to the business pertaining to tender and contract execution, operational and financial, environment, health and safety, reputation and image, currency fluctuation, compliance etc. 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 criteria 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

GE is an equal opportunity provider organization that consciously strives to build a work culture that promotes the dignity of all employees. In compliance with the Sexual Harassment of Women at Work Place (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 2019-20, the Company conducted awareness programmes at its various locations in respect to sexual harassment at work place. No case was reported relating to sexual harassment during the FY 2019-20.

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.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed as Annexure E to this Report and is also available on the Companys website viz. www.ge.com/in/ge-power-india-limited

PARTICULARS OF EMPLOYEES

The information as required under Section 197 of the Act in respect of employees of the Company is annexed as ‘Annexure F 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 the FY 2019-20 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.

The changes and commitments affecting the financial position of the Company which have occurred between the end of FY 2019-20 and on the date of the report are given below

COVID-19

India went into a nationwide lockdown due to COVID 19 pandemic on 25 March 2020. As a result of the pandemic and the actions taken to prevent its spread, the power industry was impacted by crisis as was your Company. The pandemic and consequent lockdown has resulted in disruption in operations at Companys factories at Durgapur and Noida as well as at various project sites. However, both the factories and most of the sites are operational now with due regard to the safety and social distancing protocol prescribed by the regulators. The Company is actively working to offset the impact and is taking all possible steps to sustain its business. The Companys top priority remains the health and safety of its employees, contractors and communities. The Company is taking all precautions, safety and social distancing measures and implementing all applicable guidelines issued by central, state and local authorities/licensing authorities across its operations/offices for prevention and containment of COVID-19. The Company will continue to follow the recommendations/ advisories as may be issued by the relevant authorities.

As your Company is transiting back to work, the GE Guidelines set forth strict expectations and a checklist for site opening and operations to protect employees and contractors. The guidelines focus on four key elements of transitioning: Establishing a COVID-19 Leadership Team and Safety Operating Plan at the outset; Planning and preparing for employee return; Ensuring the ongoing safe site operation consistent with COVID-19 protections and Establishing contractor and visitor protocols.

Durgapur factory located in West Bengal received permit to restart with restrictions on 02 May 2020. The factory started operations and is now operating witRs 250 employees per shift. Sub-Contractors in Durgapur facility have started their operations to support production with all precautions in place.

Automation & Control factory in Noida received permit to restart operations with restrictions from 12 May 2020 with a limited capacity. Apart from delivering Cyber Security & R&D projects for global teams, the team was also able to deliver some of critical spare to power utilities.

Work at project sites, which were temporarily suspended due to the lockdown are now functional, with the labour present at the respective sites with a limited number of workmen. Workmen numbers have been increased to a certain level with consideration of COVID 19 requirements. The Company is facing some challenges in rallying skilled labour as many of them have left for their home state. The resumption of work has slowed down due to administrative requirements of quarantine, social distancing etc. The team is working to resolve issues related to supply delays, loss of time & productivity due to demobilization & remobilization of resources etc.

The office in Noida was re-opened witRs 10% of employees since 22 May 2020 with significant new measures on site to protect the health and safety of everyone. The Companys offices in non-restricted locations have also re-opened with applicable restrictions. However, the majority of employees in non-critical functions are advised to continue to work from home. All offices and sites are making a gradual transition back to the office, factory or site.

While maintaining all the safety precautions, the team is now focused on slowly ramping up operations for delivering services and projects. 100% Active and Passive screening carried out deliberately for all contractor workmen, staff and GE Employees. All the facilities are regularly being sanitized and disinfected ensuring 100% availability of all necessary PPEs. Special COVID-19 policies are introduced for supporting employees during these unprecedented times by offering broadband re-imbursement, COVID-19 insurance etc.

Awareness & trainings on COVID - 19 requirements were organized covering management and all workforce and will continue on a frequent schedule.

During the crisis period, employees of the Company have shown tremendous commitment towards maintaining essential services. They have managed some critical services / deliveries during this crisis period to NTPC/Numaligarh Refineries, NTPC Vindhyachal, DPL Durgapur and few industrial customers, apart from achieving critical project milestones at the NLC Neyvelli BI project, APL Jhajjar FGD project, Panki, Udangudi, Patratu, Hassyan etc.

Your Company, like the rest of the economy has been impacted by the crisis and the shutdown of its production facilities. Even as phased commencement has begun, the evaluation of impact is constantly being updated as the situation unfolds. Meanwhile, the Company has assessed the impact of any delays and inability to meet contractual commitments and has taken appropriate actions such as engaging with the customers in light of the current crisis and invoking of the force-majeure clause. Because long term contracts represent a significant portion of the business volumes and backlog, there are no impending risks of impairments due to short-term changes in profitability as per the current assessment. The impact experienced has been more related to changes in the timing of sales and other key indicators from one period to another. Due to the pandemic, like the rest of the economy, your Companys financial resources have come under strain and the impact has been felt on the revenue and margins. The negative flows caused by COVID-19 may get mitigated by the end of the fiscal year 20-21, if the situation does not prolong. Your Company has no debt outstanding as at 31 March 2020 and in case of need, there is credit available to meet temporary needs for cash. The impact on accounting estimates have been duly incorporated to reflect the new/ changed economic variables.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate social responsibility and inclusiveness are part of GEs sustainability strategy. Diversity, efficient resources management and engaging our partners in the process of sustainability are part of the overall agenda. Through employee volunteering, sustainability goals and CSR efforts, GE as a group has endeavored to prioritise commitment towards sustainable and inclusive development.

Your Companys CSR efforts with local communities during the year were focused on the projects on promoting health care including preventive health care, promoting education, ensuring environmental sustainability and making available safe drinking water, sanitation & hygiene, facilities for senior citizens skills development and livelihood enhancement projects, access to basic healthcare and support to socioeconomically vulnerable population were given continued support.

Key initiatives which your Company has been engaged in FY 2019-20 are as follows:

Primary healthcare through Mobile Medical Units

In Durgapur and Shahabad your Company deployed two mobile medical health units (MHU) in partnership with Helpage India to provide basic healthcare to the people and cater to the essential health care needs, enhance the health status and create awareness amongst the underprivileged and needy senior citizens. MHU provides for essential diagnostic tests, free medication, preventive health care checks and health awareness activities. During FY 2019-20, the project served more than 12,000 patients in Durgapur and 13,000 patients in Shahabad.

Mobile medical unit, Durgapur West Bengal

Promoting Education and Ensuring environmental sustainability

Your Company also focused on promoting education, environmental sustainability and making available safe drinking water programme by partnering with Swami Vivekananda Vani Prachar Samiti (SVVPS).

In tribal villages of Durgapur, i.e., Moldanga, Fuljhore and Kathaldanga, the Company undertook projects to provide basic education to tribal children. Further, to ensure Environmental Sustainability, the project to repair & maintain solar street lightings installed previously to tribal villagers of Fuljhore & Kanthaldanga was undertaken. The Company also augmented the basic facility of drinking water to tribal villagers of Fuljhore.

Community sanitation

Your Company has partnered with Sulabh International to construct a community sanitation structure at Ghaziabad that would benefit men, women and differently abled people.

Livelihoods and Income-Generation Programmes

Your Company undertook programme on sustainable income-generation and livelihood support in partnership with Construction Industry Development Council (CIDC) across India.

A vocational skills programme was completed in partnership with CIDC. The project was focused to empower individuals through improved skills, knowledge to gain access to decent employment by Onsite Training, Testing and Certification to construction workers. There were around 1024 people who benefitted from the project.

Facilities for senior citizens

Your Company undertook project in Cuddalore, Tamil Nadu in partnership with Helpage India to provide shelter care to the needy elderly. It further aims to provide food and food rations for the destitute elderly, medical support to the elderly residing in the facility in addition to providing a home for the homeless, destitute and disadvantaged elders. The old age home conducts interactions, games and social events.

In compliance with the provisions of Section 135 of the Act, your Company has constituted a CSR Committee and has made spendings towards CSR activities during FY 2019-20. The Annual Report on CSR activities is annexed as ‘Annexure -G to this Report.

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, RS 2,959,880/- was transferred to IEPF Authority in respect of dividend for FY 2011-12.

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 18,873 equity shares of the Company were transferred to the Demat account maintained by IEPF Authority.

The dividend accruing on 125,193 equity shares (already transferred to IEPF as on 31 March 2019) was credited to the account of IEPF Authority.

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 2020, 25,008 equity shares were eligible to be transferred to IEPF Authority after 05 September 2020. Accordingly, the Company vide letter dated 03 June 2020 has already written to such shareholders to claim dividends which stand unpaid/unclaimed for the last seven consecutive years i.e. since FY 2012-13, on or before 05 September 2020. Thereafter the dividend for the year mentioned above shall be transferred to the IEPF and the corresponding eligible shares shall also be transferred to demat account maintained by IEPF.

BUSINESS RESPONSIBILITY REPORT

As per the Listing Regulations top five hundred listed entities based on market capitalization are required to provide Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective, Stakeholder relationship and Customer relationship. In compliance with the aforesaid Regulations, the Business Responsibility Report of the Company is annexed as ‘Annexure H to this Report.

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 Promoters of the Company.

For and on behalf of the Board of Directors
Mahesh Shrikrishna Palashikar
Place: Gurugram Chairman & Non-Executive Director
Date: 22 June 2020 (DIN 02275903)