Gujarat Industries Power Co Ltd Directors Report.

T o

The Members,

Your Directors have pleasure to present the Thirty Fourth Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2019.

Financial Performance:

( Rs in Lakhs)

2018-19 2017-18
Revenue from Operations 140735 135384
Other Income 11691 5124
Total Expenditure 86022 87309
Gross Profit : (before deducting any of the following) 66404 53199
(a) Finance Cost 5032 5685
(b) Depreciation 16736 15766
(c) Provision for Deferred Tax (4134) 545
(d) Provision for Current Income Tax (including MAT credit entitlement) 9322 6753
(e) Other Comprehensive Income (1568) 2792
(Net Of Tax)
Exceptional Item (21808) -
Net Profit (including other comprehensive income): 16072 27242
Add :Balance brought forward from Previous Year (including other Comprehensive Income) 20657 16330
Surplus available for Appropriation 36729 43572
Less: Appropriations:
i. General Reserve 9000 9000
ii. Expansion Reserve 9000 9000
iii. Dividend On Equity Shares (including Dividend Tax) paid 4923 4915
iv. Carried to Balance Sheet 13806 20657
TOTAL 36729 43572

Dividend:

Your Directors are happy to recommend a Dividend of 2.90 (Rupees Two and Paise Ninety) per share on 15,12,51,188 Equity Shares of Rs 10/- each fully paid up, for the year ended on 31st March, 2019 (Previous year Rs 2.70 per share). The Dividend, if approved by the Shareholders at the ensuing 34th Annual General Meeting (AGM), shall be paid to those Members, whose names appear in the Register of Members of the Company as on 6th September, 2019. In respect of Shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on 6th September, 2019.

OPERATIONS:

Vadodara Gas based Stations: Station I (145 MW):

During the year under review, the Station generated 698.400 Million Units (MUs) at the Plant Load Factor (PLF) of 54.98% as against generation of 676.210 MUs at PLF of 53.24% during the preceding year. The Plant Availability Factor (PAF) was at 94.26% during the year under review as against 91.55% during the preceding year.

Last row of condensate pre-heater module of HRSG-3 replaced due to ageing during Planned Shutdown of HRSG-3, which would result in overall improvement in efficiency of Combined Cycle operation.

Your Directors are glad to inform that protecting the interest of Participating Units & Gujarat Urja Vikas Nigam Limited (GUVNL) to meet individuals scheduled demand, Company qualified in competitive bidding and has received Letter of Award from Torrent Power Ltd. for the sale of 50 MW power on ‘09 a.m. to 09 p.m., 12 hours real time basis starting from 01/07/2018 to 31/08/2018. By virtue of the above initiative, operations of Station at optimum loading was ensured during high wind generation period, monsoon period and subsequently lean period of power demand from conventional power plant.

Continuous efforts are made to maintain optimum available supply of gas at competitive price for commercially viable operation of the Station.

Company has made registration with Indian Energy Exchange as a client through M/s Tata Power Trading Limited for sale of power in open access maintaining and protecting interest of Participating units and GUVNL from October18 and scheduled/qualified for 48.3075 MWh of energy.

Station – II (165 MW):

The Power Purchase Agreement (PPA) in the matter of: Petition under Sections 86 (1) (b) of the Electricity Act, 2003 seeking approval of the Commission for procurement of power on "As and When required basis" from 165 MW GIPCL Station – II for a period of 5 years and approval of Power Purchase Agreement dated 29.03.2019, Honorable GERC has issued an order dated 03.06.2019 advising Petitioner to conduct a public hearing to take into account the suggestions /objections of the stakeholders / consumers, if any and invite suggestions/objections from the stakeholders on affidavit within 30 days from the date of issuance of public notice.

Company has also provided services of Energy Audit in association with M/s Electrical Research and Development Association, Vadodara, to the energy intensive sectors viz. Chemical Industries, Petrochemicals, Steel Industries, Captive Thermal Power Plant, Engineering Industries.

Company has also made commercial arrangements to supply surplus Demineralized (DM) water to some of adjoining industries to fetch additional revenue and to increase capacity utilization factor of the idle assets.

Surat Lignite Power Plant (SLPP):

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

During the year under review, Phase–I generated 1706.986 Million Units (MUs) at a Plant Load Factor (PLF) of 77.94% as against 1589.341 MUs at a PLF of 72.57% during the preceding year. Plant Availability Factor (PAF) was 83.99% as against 83.24% during the preceding year. Commercial availability was at 76.66% as against 74.83% during the preceding year.

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

During the year under review, Phase-II generated 1814.728 MUs at a PLF of 82.86% as against 1682.374 MUs at a PLF of 76.82% during the preceding year. Plant Availability Factor (PAF) was 88.58% as against 85.41% during the preceding year. Commercial availability was at 83.50% as against 80.07% during the preceding year.

Your Directors are pleased to inform that SLPP Station (Phase-I & II together) achieved highest ever PLF 80.40% in Financial Year 2018-19 since last 6 years and second highest PLF since commissioning (earlier record: 82.36% PLF in F.Y. 2012-13). Further, SLPP Units achieved new heights in the field of Units continuous running and minimum Unit outages. Better Plant performance helped to gain incentive in both SLPP Phase-I and SLPP Phase-II.

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

Your Directors are glad to inform that the Surat Lignite Power Plant has successfully completed reportable accident free operations for the entire year under review i.e. FY 2018-19. Safety Audit is being conducted through external competent agency to ensure zero accident and cover all employees and contract workmen for safety related training.

Mining:

During the year under review, Valia Lignite Mine recorded the highest ever lignite production of 30.27 Lakhs Te as against 29.06 Lakhs Te during the preceding year and highest ever monthly lignite production of 4.52 Lakhs Te from Valia Lignite Mine.

Most of the requirement of lignite was met from our captive Vastan Lignite Mine and Mangrol-Valia Lignite Mine. To meet the demand of all the four units for operations during monsoon, highest ever Lignite Stock of 10.40 Lakhs Te was created on 30/06/2018 as against the 7.83 Lakhs Te on 30/06/2017. The open tendering process for Turnkey Mining Contract for Valia Lignite Mine was completed successfully in September, 2018 and work order issued to M/s P. C. Patel Infra Private Limited on 16th October, 2018. The contract has been awarded for the lignite quantity of 22.25 MTe during the 7 (Seven) years period.

5 MW PV based Solar Power Plant:

During the year under review, 5 MW PV based Solar Power Plant at SLPP generated 6.829 MUs with 15.59% PLF as against 7.044 MUs with PLF of 16.08% during the preceding year. Less generation and PLF during the year under review was mainly due to degradation of PV modules over a period of time.

2 x 1 MW Distributed Solar Power Plants (DSPP):

During the year under review, the 1 MW Amrol DSPP generated 1.447 MUs at a Capacity Utilization Factor (CUF) of 16.39 and the 1 MW Vastan DSPP generated 1.315 MU at a CUF of 15.01% respectively.

Major activities were carried out in Agriculture field during the year under review under the guidance of Anand and Navsari Agricultural Universities.

Your Directors are pleased to inform that this novel concept of Distributed Agri Solar Power Project has received National Level "POWER AWARD-2018 " Award of the Independent Power Producers Association of India(IPPAI).

112.4 MW Wind Power Projects:

The Company has total installed and commissioned capacity of 112.4 MW of Wind Power Projects at different sites across State of Gujarat.

During the year under review, the 112.4 MW Wind farms have generated 261.68 MUs at a CUF of 26.58%.

2 x 40 MW Solar Power Projects at Gujarat Solar Park, Charanka:

During the year under review, Plot – 1 (40 MW) has generated 76.812 MUs with 21.92% CUF whereas Plot – 3 (40 MW) has generated 77.299 MUs with 22.06%.

75 MW Solar Power Projects at Gujarat Solar Park, Charanka:

Your Directors are pleased to inform that your Company had emerged as successful bidder for development of 75 MW Solar Project under RfS floated by GUVNL and Power Purchase agreement was signed with GUVNL on 24.10.2017. Engineering, Procurement and Construction (EPC) contract was awarded to M/s. Bharat Heavy Electricals Limited (BHEL) for 75 MW Solar Project at Gujarat Solar Park, Charanka. During the year under review, out of 75 MW capacity 25 MW was commissioned on 29.03.2019. Remaining capacity commissioned in phased manner with 30 MW on 26.04.2019 and balance 20 MW on 04.06.2019.

Safety Performance:

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

Your Directors are glad to inform that the Company has successfully completed accident free operations for the entire year under review i.e. FY 2018–19.

Safety Audit is conducted through external competent agency to ensure zero accident and cover all employees and contract workmen for safety related training.

Environmental Protection:

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

Vadodara Plant:

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

Surat Lignite Power Plant (SLPP):

During the year under review, your Company replaced internals of total two nos. fields of Unit-2 Electrostatic Precipitator (ESP) and three nos. fields of Unit-3 ESP at total expenditure of Rs 253.89 Lakhs to reduce suspended particulate matter (SPM) emission through stack / chimney. Your Company planted 1500 nos. of saplings (90% survival rate) in the Plant and Colony premises for better green coverage.

Growth Plans:

100 MW Solar Power Project at Raghanesda Solar Park:

Your Directors are pleased to inform that your Company has emerged as successful Bidder for 100 MW Solar Power Project at Raghanesda Solar Park, Dist. Patan, Gujarat, during reverse e-auction for 700 MW Solar Power Project held by Gujarat Urja Vikas Nigam Limited (GUVNL).

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

Your Directors are pleased to inform that during the year under review, your Company has successfully maintained standard guidelines for IMS covering ISO:9001:2008, ISO:14001:2004 and OHSAS 18001:2007 certification for Quality Management System (QMS), Environment Management System (EMS) and Occupational Health and Safety Assessment Series (OHSAS) and ISO 50001:2011 for Energy Management System (EnMS) Certification for its Power Stations at Vadodara and SLPP. Your Company is one of the first group of Power Plants to have implemented and obtained ISO 50001:2011 Certification. Surveillance Audit for all the standards including up gradation of Quality and Environment Management System Standards (2015 version) have been successfully conducted in May, 2019 which is accredited by TUV India Limited and is also valid for FY 2019-20.

Awards and Accolades:

During the year under review, Vastan Lignite Mine has won Overall First Prize for the Overall Performance among the lignite mines of Gujarat State, from Director General of Mining Safety during Gujarat Lignite Mines Safety & Swachhata Week 2018-19. Vastan Lignite Mine has also won prizes for ‘Mine Workings and General Safety, ‘Health, First Aid & Vocational Training, ‘Publicity, Propaganda & Housekeeping and ‘Record Maintenance and Valia Lignite Mine has won prizes for ‘Swachhata Hi Seva Prize, ‘Health, First Aid & Vocational Training and ‘Record Maintenance. Vastan Limestone Mine has won prizes for the ‘Mine Working, Haul road, Maintenance & Transportation and ‘Health, Safety, Welfare & Occupational Health Check up facilities, Fire Fighting & Vocational Training among the 24 Limestone Mines (Chemical and Soda Ash Group) of Gujarat State during 9th Gujarat Metalliferous Mines Safety, Swachhata & Silicosis Awareness Week-2018.

SLPP received Winner Award in "Power Plant Performance –2018– Lignite" in Thermal O&M "Conference – Expo –Award" on 08th June, 2018 at New Delhi organized by Mission Energy Foundation jointly supported by Central Electricity Authority (CEA), Ministry of Environment & Forest and Climate Change (MoEF and CC), Ministry of Power, Coal, Renewable Energy and Ministry of Science & Technology. SLPP received National Energy Management Award - 2018 for Outstanding Performance in Energy Conservation conferred by Confederation of Indian Industry (CII), Hyderabad and recognized as ‘Energy Efficient Unit. The award was received on 31st August, 2018 in a function organized by CII at HICC, Hyderabad.

SLPP received Environment Excellence Award - 2018 under "Clean Generator of the Year – Lignite" category, conferred by Mission Energy Foundation jointly supported by Ministry of Environment & Forest and Climate Change (MoEF and CC), Ministry of Power (MoP), Coal, Renewable Energy and Ministry of Science & Technology. The Award was received on 21st September, 2018 in a Conference organized at New Delhi. National Award conferred to SLPP, as the "Winner" of "National Fly Ash Utilization Award-2019" for Fly Ash Utilization in Thermal Power Stations Category <= 500 MW by Mission Energy Foundation, supported by Ministry of Environment & Forest and Climate Change, Ministry of Power, Coal, Renewable Energy, Ministry of Road Transport and Highways, Ministry of Science & Technology and Ministry of Urban Development on 28th February, 2019 at Goa.

Subsidiary:

As approved by the respective Boards of Director, the process for Voluntary Liquidation of GIPCL Projects and Consultancy Company Limited (GIPCO), wholly owned subsidiary of your Company, has been initiated under the Insolvency and Bankruptcy Code (IBC), 2016.

Liquidator, GIPCL has submitted his Final Report and Application has been made to National Company Law Tribunal (NCLT) and its Order is awaited.

Public Deposits:

During the year 2018-19, your Company has not accepted/ renewed any Fixed Deposit. As at the date of this Report, there is no Deposit either unpaid / unclaimed or due for transfer to Investors Education and Protection Fund (IEPF).

Particulars of loans, guarantees or investments:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

Listing Regulations compliance:

Equity Shares of your Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and their Listing Fees for the FY 2019-20 have been paid.

Insurance:

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

Corporate Social Responsibility (CSR) Initiatives:

As part of its CSR initiatives, the Company has undertaken projects in the areas of Health, Education, Livelihood, Development of Village Infrastructure, etc. These projects are in accordance with Schedule VII to the Companies Act, 2013. Report on CSR activities is annexed to this Report as

Annexure ‘A.

Energy Conservation and Technology Absorption:

The measures taken by your Company towards energy conservation and Technology Absorption are given in the Annexure ‘C to this Report. These measures have resulted in conserving about 235682 MMBtu of Gas Fuel Equivalent to 5939 Metric Tons of Oil Equivalent (MToE) of Vadodara Station and 19.04 Million Units (MUs) electrical energy at SLPP.

Related Party Transactions:

There were no materially significant transactions made by the Company with Promoters, Directors or Key Managerial Personnel or other designated persons which may have potential conflict with the interests of the Company.

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

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure ‘E‘ and forms part of this Report.

The Policy on Related Party Transactions (RPTs) is uploaded on the website of the Company and can be accessed on the following link: http://www.gipcl.com/corporate-policies.htm None of the Directors has pecuniary relationships or transactions vis--vis the Company.

Vigil Mechanism or Whistle Blower Policy:

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

Directors Responsibility Statement:

The Board of Directors of the Company confirms: a. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure; b. that the selected accounting policies were applied consistently and Directors made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit of the Company for the year ended on that date; c. that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. that the Annual Accounts have been prepared on a going concern basis; e. internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and operating effectively; and f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Corporate Governance:

A detailed report on Corporate Governance along with Certificate dated 17th June, 2019 issued by J J Gandhi & Co., Practicing Company Secretaries, Vadodara (CP No. 2515) is annexed forming part of this Report.

Management Discussion and Analysis:

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

Risk Management:

The Board of Directors review the Report on Risk Management and Risk Minimization on quarterly basis. The provisions of Listing Regulations relating to Risk Management are not presently applicable to the Company.

Directors:

Government of Gujarat (GoG) vide Notification/Resolution dated 7th August, 2018, had appointed Shri Raj Gopal, IAS (DIN: 02252358), Principal Secretary, Energy & Petrochemicals Department (EPD), as Chairman of your Company vice Shri Sujit Gulati, IAS, (DIN: 00177274) w.e.f. 7th August, 2018.

The Board of Directors of your Company appointed Shri Raj Gopal, IAS (DIN:02252358) as Additional Director and Chairman of the Company w.e.f. 07.08.2018.

The Board places on record its sincere appreciation for the leadership, valuable guidance and support extended by Shri Sujit Gulati, IAS during his tenure as Chairman of the Company.

Thereafter, on attaining age of superannuation as Principal Secretary, EPD, Shri Raj Gopal, IAS, also tendered resignation from the Board of Directors of your Company.

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

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Rules made there under, the Board of Directors appointed Shri Prabhat Singh (DIN:03006541) as Additional and Independent Director of the Company with effect from 30th September, 2018.

Your Directors recommend for your approval resolution at Sr.No. 06 of the Notice of 34th AGM for appointment of Shri Prabhat Singh as Independent Director of the Company. Shri P K Gera, IAS (DIN: 05323992) and CS Vishvesh V. Vachhrajani (DIN: 00091677) Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors recommend for your approval resolutions for the re-appointment of Shri P K Gera, IAS (DIN: 05323992) and CS Vishvesh V. Vachhrajani (DIN: 00091677)) as Directors of the Company, liable to retire by rotation, as stated in the Notice of the 34th AGM.

Policy on Directors Appointment and Remuneration:

The Company has formulated and adopted a Policy on Directors Appointment and Remuneration and the same is accessible on the website of the Company: http://www.gipcl.com/corporate-policies.htm

Performance Evaluation of Board, Committees and Directors:

Pursuant to the provisions of Section 178(2) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination & Remuneration (NR) Committee of Directors to, inter alia, evaluate the performance of Directors, the Board and various Committees of the Board.

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

1. Knowledge of the Job Profile;

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

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

4. Detailed analysis of internal control functions; and

5. Thorough compliance with the Code of conduct.

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

Evaluation of Independent Directors shall be carried out by the entire Board in the same manner as it is done for other Directors of the Company except the Director being evaluated. Based on the performance evaluation of each and every Director and the Chairman of the Company, the Committee shall provide the ratings based on each criterion.

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

Particulars of Employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is not applicable as no Employee was paid remuneration during the year in excess of 1.02 Crores when employed throughout the year and 8.50 Lakhs per month when employed for a part of the year. Further, there was no employee holding 2% or more of the equity shares of the Company during 2018-19.

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, will be provided upon request. The details of top ten employees in terms of remuneration drawn during the year 2018-19 is given at Annexure ‘F to this Boards Report.

In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during 9:30 a.m. to 12:30 p.m. on all working days of the Company up to the date of the ensuing 34th AGM. None of such employees is a relative of any Director of the Company.

None of such employees hold [by themselves or along with their spouse and dependent children(s)] more than two percent of the equity shares of the Company.

Auditors: Internal:

K N Mehta & Company, Chartered Accountants, Vadodara, (ICAI Firm Reg. No.:106242W) were appointed as Internal Auditors of the Company for the Financial Year 2018-19 and they have submitted their Report to the Audit Committee of Directors.

K N Mehta & Company, Chartered Accountants, Vadodara, (ICAI Firm Reg. No.:106242W) have been appointed as Internal Auditors of the Company for the Financial Year 2019-20. The Audit Committee of Directors periodically reviews the reports of Internal Auditors.

Statutory:

The Members at their 30th AGM have appointed K C Mehta & Co., Chartered Accountants, Vadodara (ICAI Firm Reg. No.:106237W) as Statutory Auditors of the Company, for a period of five consecutive financial years i.e. from FY 2015-16 to FY 2019-20.

The Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Second Amendment Rules, 2018, have done away with the provision of ratification of the appointment of Statutory Auditors for each year.

Cost:

Cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013, have been maintained by your Company during the year under review.

Diwanji & Associates, Cost Auditors, Vadodara (Firm Registration No.:100227) were appointed as Cost Auditors of the Company for the Financial Year 2018-19.

The Board of Directors has appointed Diwanji & Company (Firm Registration No.:000339) as Cost Auditors of the Company for the Financial Year 2019-20.

Resolution at Sr.No. 08 of the Notice of 34th AGM is recommended for ratification of the Members for the remuneration payable to Cost Auditors for the Financial Year 2019-20.

Secretarial:

Samdani Kabra & Associates, Practicing Company Secretaries, Vadodara, (CP No.9927) have been appointed as Secretarial Auditors of the Company for the year 2018-19. Report of Samdani Kabra & Associates for the Financial Year 2018-19 ended on 31st March, 2019 in the prescribed Form-MR 3 is annexed to this Report as Annexure ‘B. The Board of Directors have appointed M/s. Samdani Shah & Kabra, Practising Company Secretaries, Vadodara (CP No.9927) as Secretarial Auditors of the Company for FY 2019-20.

Extract of Annual Return:

The details forming part of the extract of Annual Return in prescribed Form MGT-9 is annexed to this Report as

Annexure ‘D.

Your Directors further state that, the Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and no case was reported during the year under review.

Acknowledgements:

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

For and On behalf of the Board

Vatsala Vasudeva, IAS Pankaj Joshi, IAS
Managing Director Director
(DIN: 07017455) (DIN: 01532892)
Date: 20th August, 2019 Date: 20th August, 2019
Place: Vadodara Place: Gandhinagar