Gujarat Industries Power Co Ltd Directors Report.

To

The Members,

Your Directors are pleased to present the Thirty Fifth Annual Report of your Company together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2020.

Financial Performance:

(Rs. in Lakhs)
2019-20 2018-19
Revenue from Operations 140735 135384
Revenue from Operations 137883 140735
Other Income 4189 11691
Total Expenditure 142072 86022
Gross Profit : 54554 66404
(before deducting any of the following) (a) Finance Cost 5073 5032
(b) Depreciation 18943 16736
(c) Provision for Deferred Tax 279 (4134)
(d) Provision for Current Income Tax (including MAT credit entitlement) 5461 9322
(e) Other Comprehensive Income (Net Of Tax) (1777) (1568)
Exceptional Item - (21808)
Net Profit(including other comprehensive income): 23021 16072
Add : Balance brought forward from Previous Year (including other Comprehensive Income) 13806 20657
Surplus available for Appropriation 36827 36729
Less: Appropriations:
i. General Reserve 9000 9000
ii. Expansion Reserve 9000 9000
iii. Dividend On Equity Shares (including Dividend Tax)paid 5288 4923
iv. Carried to Balance Sheet 13539 1 3806
TOTAL 36827 36729

Dividend:

Your Directors are happy to recommend a Dividend of Rs.2.90 (Rupees Two & Paise Ninety) per share on 15,12,51,188 Equity Shares of Rs.1 0/- each fully paid up, for the year ended on 31st March, 2020 (Previous year Rs.2.90 per share). The Dividend, if approved by the Shareholders at the ensuing 35th Annual General Meeting (AGM), shall be paid to those Members, whose names appear in the Register of Members of the Company as on 15th December, 2020. 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 15th December, 2020.

OPERATIONS:

Surat Lignite Power Plant (SLPP):

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

During the year under review, Phase-I generated 1614.523 Million Units (MUs) with 73.52% Plant Load Factor (PLF) against the Budgeted target of 1 657.980 MUs with 75.50% PLF. Plant availability was 84.51% against the Budgeted target of 85.71%. Commercial availability was 73.53% against the Budgeted target of 75.00%. The main reason for variance with respect to Budget are increase in partial loading owing to heavy and continuous rain during monsoon and extended monsoon (up to first week of November, 2019), Quality of Lignite and outage of Unit owing to non-availability of Lignite and increase in Unit forced outages. Further, scheduled COH (Capital Overhauling) of Unit-2 was carried out, after a gap of 11 years of Units operation, resulting in lower Plant Availability and performance.

During the FY 201 9-20, the Unit-1 achieved Highest Generation (850.497 MUs) in last 7 years.

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

During the year under review, Phase-II generated 1745.244 MUs with 79.47% PLF against the Budgeted target of 1734.840 MUs with 79.00% PLF. Plant availability was 87.30% against the Budgeted target of 88.63%. Commercial availability was 80.44% against the Budgeted target of 80.00%. Further, scheduled COH (Capital Overhauling)of Unit-3 was carried out after gap of 9 years of Units operation.

The Unit-4 created a new record of Highest ever Generation (949.716 MUs), PLF (86.73%) and Availability (94.00%) respectively during Calendar year 2019. Further, the Phase-II (Unit-3 & 4 together) created a new record of continuous running for 84 days (01/03/2019 to 25/05/2019) since commissioning.

Your Directors are pleased to inform that during the year under review, SLPP Station achieved the Second Highest Generation (3359.767 MUs with 76.50% PLF) of last 7 years. Further, the SLPP has successfully completed reportable accident free operations for the entire year under review i.e. FY 2019-20.

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.

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

Vadodara Gas based Stations:

Station I (145 MW):

During the year under review, the Station generated 699.91 Million Units (MUs) at the Plant Load Factor (PLF) of 54.96% as against generation of 698.400 MUs at PLF of 54.98% during the preceding year. The Plant Availability Factor (PAF) was at 87.36% during the year under review due to planned shutdown as against 94.26% during the preceding year.

The front two rows of Condensate Pre Heater of HRSG-1 were replaced due to ageing during Planned Shutdown, which has resulted in overall improvement in efficiency of Combined Cycle operation.

Your Directors are glad to inform that successful Black Start Mock Drill Operation was demonstrated on 16th January2020 in compliance with Indian Electricity GRID Code under intimation and monitoring to the State Load Dispatch Center - Gujarat Energy Transmission Co. Ltd.

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

Your Directors are glad to inform that the Company has qualified and injected total 3.23225 MUs of electrical energy in open access through Indian Energy Exchange and received net amount of 200.54 Lakhs from Indian Energy Exchange.

Station - II (165 MW):

Your Directors are glad to inform that your company signed Power Purchase Agreement (PPA) dated 09th October, 2019 with Gujarat Urja Vikas Nigam Ltd. (GUVNL) for the period of five years for power procurement on "As and When required basis, for 06 hours to 1 0 hours and more than 1 0 hours of operation" from GIPCLs 1 65 MW Station - II, duly approved by Gujarat Electricity Regulatory Commission (GERC) to mitigate challenges and balancing the GRID due to infirm nature Renewable Energy penetration in GRID.

Total energy of 12.935 MUs were scheduled from November, 2019 to March, 2020, with total 15 numbers of successful Start-up on different days for minimum 06 hours and maximum 12 hours of Combined Cycle operation.

The Company has also provided services of Energy Audit in association with M/s Electrical Research and Development Association, Vadodara, to energy intensive sectors.

Mining:

During the year under review, Valia Lignite Mine recorded the highest ever lignite production of 30.63 Lakh Te as against 30.27 Lakh Te during the preceding year and also the highest ever monthly lignite production of 4.76 Lakh Te.

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, the largest ever Lignite Stock of 10.91 Lakh Te was created on 30/06/201 9 as against the previous years stock of 10.40 Lakh Te on 30/06/2018.

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

Your Directors are pleased to inform that during the year under review, your Company has successfully commissioned 75 MW Solar Project at Gujarat Solar Park, Charanka (25 MW on 29.03.2019, 30 MW on 26.04.2019 and last phase - 20 MW on 04.06.2019). During the year under review, 75 MW Solar Plant has generated 119.499 MUs with 19.59% Capacity Utilization Factor (CUF) against Budgeted target of 119.768 MUs with 19.63% CUF. Less Generation/ CUF was mainly due to extended monsoon and pending DC addition work by BHEL. Balance DC addition work was completed by BHEL on 08.01.2020.

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

During the year under review, Plot-1 (40 MW) has generated 69.697 MUs with 19.84% CUF against Budgeted target of 67.670 MUs with 19.26% CUF.

During the year under review, Plot-3 (40 MW) has generated 75.521 MUs with 21.49% CUF against Budgeted target of 73.212 MUs with 20.84% CUF.

5 MW Solar Power Plant:

During the year under review, 5 MW Solar Power Plant at SLPP generated 6.041 MUs with 13.75% CUF against Budgeted target of 6.305 MUs with 14.36% CUF.

Less generation/CUF during the year under review was mainly due to heavy and continuous rain during monsoon and extended monsoon (up to first week of November, 2019), lower Solar radiation and degradation of PV modules over a period of time.

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

During the year under review, 1 MW Amrol DSPP generated 1.370 MUs at a CUF of 15.60% and 1 MW Vastan DSPP generated 1.267 MU at a CUF of 14.42% respectively.

Agricultural activities like cultivation of wheat, mung, soyabean and vegetables, based on season and in consultation with and under the guidance of Anand and

Navsari Agricultural Universities, were carried out during the year under review.

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 262.10 MUs at a CUF of 26.55% as against 261.68 MUs generated at a CUF of 26.58% during the preceding year.

Safety Performance:

The health and safety of all the employees is a 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 adequate amount commensurate with its requirement on 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 2019-20.

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 three nos. fields of Unit-1 Electrostatic Precipitator (ESP)& three nos. fields of Unit-3 ESP and revived two nos. dummy ESP fields of Unit-3 at total expenditure of Rs.484.25 Lakhs to reduce suspended particulate matter (SPM) emission through stack/chimney to meet new Environmental norms of Ministry of Environment, Forest & Climate Change (MoEF & CC), Govt. of India.

Your Company planted 932 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). The project is under implementation stage.

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 Recertified for Integrated Management System (IMS) with Renewal of ISO 9001:2015, ISO 14001:2015, OHSAS 18001:2007 & ISO 50001: 2011 certifications for further three (3) years, on basis of audit result/findings and commitment from Top Management.

Awards and Accolades:

Your Directors are glad to inform that during the year under review, Valia Lignite Mine won the Overall Second Prize for its Overall Performance among the lignite mines of Gujarat State, from the Director General of Mining Safety during Gujarat Lignite Mines Safety & Swachhata Week 201 9-20. Sh. P. C. Goyal (GM-Mines) was awarded the Best Manager of the Year, Lignite Open Cast Mines. Valia Lignite Mine also won prizes for Health, First Aid & Vocational Training, Gazette Notifications under CMR, 201 7, Mine Workings and General Safety and Record Maintenance. Vastan Lignite Mine won prizes for Thrust Area (Welfare and Occupational Health Surveillance of Contractual Employees), Health, First Aid & Vocational Training and Publicity, Propaganda & Housekeeping.

Vastan Limestone Mine won prizes for the Overall Performance, Mine Working, Haul road, Maintenance & Transportation and Safety, Welfare & Occupational Health Check up facilities, Fire Fighting & Vocational Training among the 22 Limestone Mines (Chemical and Soda Ash Group) of Gujarat State during 9th Gujarat Metalliferous Mines Safety, Swachhata & Silicosis Awareness Week-2019.

Your Directors are pleased to inform that during the year under review, the Surat Lignite Power Plant (SLPP) of your Company was conferred National Award, as the "Winner" (third consecutive year) of "Fly Ash Utilization Award - 2020" for Efficient Management of Fly Ash (1 00% Ash utilization) in the category of Thermal Power Stations < = 500 MW at 9th Fly Ash Utilization, Conference-Expo-Awards-2020, Organized by Mission Energy Foundation, supported by

Ministry of Environment & Forest, Ministry of Power, Ministry of Coal, Ministry of Road Transport and Highways, Ministry of Steel and Ministry of Urban Development, on 28th February, 2020 at Goa.

SLPP received National Energy Management Award-2019 for Outstanding Performance in Energy Conservation (for third consecutive year) conferred by Confederation of Indian Industry (CII), Hyderabad and recognized as Energy Efficient Unit. The award was received on 1 8th September, 201 9 in a function organized by CII at Hyderabad.

GIPCL-SLPP received "Power Plant Performance Award-2019" in "Power Plant Performer-2019 < 500 MW Lignite" category consecutively for second year in "Thermal Power O&M Conference-Award" function organized by Mission Energy Foundation at New Delhi on 28 th June, 2019.

Subsidiary:

During the previous financial year, the process of voluntary liquidation of GIPCL Projects & Consultancy Company Limited (GIPCO), a wholly owned subsidiary, was initiated and the affairs of GIPCO were handed over to the Liquidator. The winding up of GIPCO by the Liquidator was closed on 20th March 2019 and the final report submitted by the Liquidator to National Company Law Tribunal (NCLT), Ahmedabad for the dissolution of the Company after realising all assets and discharging all liabilities including contributories and hence, no consolidated financial results are presented by the Company.

NCLT has disposed GIPCOs petition and ordered the dissolution of the Company vide its Order dated 6th January 2020.

Public Deposits:

During the year 201 9-20, 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 1 86 of the Companies Act, 201 3 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 2020-21 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 saving of Auxiliary Consumption of 40.50 MWh in Station-I of Vadodara Power Plant and saving at SLPP of about 18.24 Million Units (MUs) electrical energy and 117124 MT Lignite aggregating to total saving of. Rs.17.11 Crores approx.

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 and can be accessed on the website of the Company www.gipcl.com:

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

Vigil Mechanism or Whistle Blower Policy:

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

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 the 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, 2020 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.

Management Discussion and Analysis:

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

Corporate Governance:

A detailed report on Corporate Governance along with draft certificate issued by M/s. J J Gandhi & Co., Practicing Company Secretaries, Vadodara (CP No. 2515) is annexed forming part of this Report.

Business Responsibility Report (BRR):

A detailed report on Business Responsibility, as applicable effective from the financial year under review, under regulation 34(2)(f) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended, is annexed forming part of this Report.

Risk Management:

The Board of Directors reviews 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.

Internal Financial Controls:

The Company has designed and implemented a process driven framework for Internal Financial Controls (" IFC") within the meaning of the explanation to section 1 34(5)(e) of the Act. For the FY 2019-20, the Board is of the opinion that the Company has in all material respects a sound Internal Financial Control system in place, commensurate with the size, scale and complexity of its business operations and the said Internal Financial Control System is operating effectively. The Company has in place a process to continuously monitor the same and identify gaps, if any, and implement new and/or improved internal controls whenever the effect of such gaps would have a material effect on the Companys operations.

Credit Rating:

M/s. CARE Ratings Limited has awarded/reaffirmed i) "CARE AA-;Stable" rating in respect of Long-term Bank facilities of Rs.1281.68 crores, ii) "CARE AA-;Stable/CARE A1+"rating in respect of Long Term/Short Term Bank Facilities of Rs.384.03 crores and iii) "CARE A1 +" rating in respect of Short Term Bank Facilities of Rs.410.00 crores during FY 2019-20.

Compliance with Secretarial Standards

The Secretarial Standards issued and notified by the Institute of Company Secretaries of India have been generally complied with by the Company during the Financial Year 2019-20.

Key Managerial Personnel

The details of Key Managerial Personnel (KMP) including change in the KMPs during the year under review are as under:

Sr. Name Designation
1 Smt. Vatsala Vasudeva, IAS Managing Director
2 Shri K K Bhatt General Manager (Finance & HR&A) & Chief Financial Officer
3 Shri Udaykumar Tanna Company Secretary & Compliance Officer(from 24th April, 2019 to 23rd September, 2019)
4 Shri Achal S Thakkar Company Secretary & Compliance Officer (w.e.f. 24th September, 2019)

Directors:

Consequent upon transfer as Principal Secretary, Energy & Petrochemicals Department (EPD), Government of Gujarat (GoG) Shri Pankaj Joshi, IAS (DIN:01532892) was appointed as the Chairman of your Company vide EPD, GoG Resolution No. GUV-1 108-1336-K dated 02-11-2019.

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

Pursuant to the provisions of Section 152, 161 and all other applicable provisions of the Companies Act, 2013 (the Act) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (the Rules) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Article 88, 89 and 94 of the Articles of Association of the Company and Energy & Petrochemicals Department, Government of Gujarat (GoG) Resolution No.GUV-1108-1336-K dated 10th January, 2020, Smt. Sunaina Tomar, IAS, (DIN: 03435543), was appointed as Additional Director and as Chairperson of the Company with effect from 10th January, 2020. Smt. Sunaina Tomar, IAS shall not be liable to retire by rotation and shall hold office up to the date of ensuing 35th Annual General Meeting (AGM).

Subsequently, Gujarat Urja Vikas Nigam Limited (GUVNL) had nominated Smt. Shahmeena Husain, IAS (DIN: 03584560), Managing Director, GUVNL as a Nominee Director of GUVNL on the Board of GIPCL vice Shri Pankaj Joshi, IAS transferred.

Consequent upon transfer of Shri Roopwant Singh, IAS,(DIN: 06717937) as Secretary (Expenditure), vice Shri Milind Torawane, IAS, (DIN:03632394), the Govt. of Gujarat (GoG) vide Finance Department Office Order dated 11/11/2019 nominated Shri Roopwant Singh, IAS, Secretary (Expenditure), Govt. of Gujarat, on the Board of Directors of the Company vice Shri Milind Torawane, IAS. Your Board of Directors appointed Shri Roopwant Singh, IAS, as an Additional Director (Nominee of GoG) w.e.f 11/11/2019. Shri Milind Torawane tendered resignation from the Board of Directors of the Company and ceased to be a Director w.e.f. 01/10/2019.

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

Prof. Shekhar Chaudhuri (DIN:00052904), Dr. K.M. Joshi (DIN:0050563), Shri S.B. Dangayach (DIN:0157254) and Dr. B A Prajapati, Independent Directors of the Company were appointed for a period of five years to hold office from the conclusion of 30th AGM held in 2015 to the conclusion of ensuing 35th AGM.

Pursuant to the provisions of SEBI (Listing Obligations & Disclosure Requirements) Amendment Regulation, 2018, the Board of Directors have appointed Dr. (Ms.) Manjula Subramaniam (DIN:00085783), IAS (Retd.) as Additional Director and Independent Director.

Shri P K Gera, IAS (Retd.) (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 resolution at Sr. Nos. 06 to 08 for the appointment of Smt. Sunaina Tomar, IAS (DIN: 03435543), Shri Roopwant Singh, IAS, (DIN: 06717937) and Smt. Shahmeena Husain, IAS (DIN:03584560) as Directors of the Company.

Your Directors recommend for your approval resolution at Sr. No.09 for the appointment of Dr. (Ms.) Manjula Subramaniam (DIN:00085783), IAS (Retd.) as Independent Director of the Company for a period of three years from the conclusion of this 35th AGM to conclusion of 38th AGM.

Your Directors recommend for your approval resolutions at Sr.03 and 04, 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 35th AGM.

Number of Board Meetings:

The Company has complied with the provisions for holding Board Meetings and the gap between any two meetings did not exceed 120 days. Seven (07) Meetings of the Board of Directors of the Company were held during the year under review on 24/04/2019, 17/05/2019, 26/06/2019, 08/08/2019, 20/09/2019, 11/11/2019 and 13/02/2020.

Policy on Directors Appointment and Remuneration:

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

Performance Evaluation of Board, Committees and Directors:

Pursuant to the provisions of Section 178(2) of the Companies Act, 2013 and Regulation 1 9 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, including Independent Directors, Executive Director, Chairman, the Board and various Committees of the Board.

The Nomination & Remuneration Committee evaluates the performance of each member of the Board of Directors as per the Nomination and Remuneration Policy of the Company framed in accordance with the provisions of Section 1 78 of the Act and as per the evaluation criteria defined by the NR Committee.

The Evaluation of the Board and its Committees is carried out by the Board. The Evaluation of Independent Directors is also carried out by the entire Board, except the Director being evaluated, in the same manner as it is done for other Directors of the Company.

The Evaluation of the Executive Director and the Chairperson of the Company are carried out 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 reference and also in the Annual Report of the Company.

Appraisal of each Director of the Company is based on the skills matrix identified by the Board of Directors as required in the context of its business(es) and sector(s) for it to function effectively and those actually available with the Board, as under :

1. Strategic Leadership

2. Industry Experience & Operations knowledge

3. Financial Expertise

4. General Management - Functional, Admin. & Managerial Expertise

5. Corporate Governance/CSR, and

6. Technical/Professional Skills with specialized knowledge

Particulars of Employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is not applicable as no Employee was paid remuneration during the year in excess of Rs.1.02 Crores when employed throughout the year and Rs.8.50 Lakhs per month when employed for a part of the year. Further, there was no employee holding 2% or more of the equity shares of the Company during 201 9-20.

The information required pursuant to Section 1 97 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 2019-20 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 09:30 a.m. to 12:30 p.m. on all working days of the Company up to the date of the ensuing 35th 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:

(i) Internal Auditors:

M/s. K N Mehta & Company, Chartered Accountants, Vadodara, (ICAI Firm Reg. No.:106242W) were appointed as Internal Auditors of the Company for the Financial Year 2019-20 and they have submitted their Report to the Audit Committee of Directors.

M/s. K N Mehta & Company, Chartered Accountants, Vadodara, (ICAI Firm Reg. No.:106242W) have been reappointed as Internal Auditors of the Company for the Financial Year 2020-21.

The Audit Committee of Directors periodically reviews the reports of Internal Auditors.

(ii) Statutory Auditors:

The Members at their 30th AGM had appointed K C Mehta & Co., Chartered Accountants, Vadodara (ICAI Firm Reg. No.:1 06237W) as Statutory Auditors of the Company, for a period of five consecutive financial years i.e. from FY 2015-16 to FY 2019-20 to hold office from the conclusion of 30th AGM to the conclusion of the 35th AGM.

As recommended by the Audit Committee, the Board of Directors, subject to approval of shareholders, has appointed M/s. CNK & Associates LLP, Chartered Accountants, Vadodara (ICAI Firm Registration No.101961W) as Statutory Auditors of the Company for a period of five consecutive financial years i.e. from FY 2020-21 to FY 2024-25 to hold office from the conclusion of 35th AGM to the conclusion of the 40th AGM.

Resolution at Sr. No.05 of the Notice of 35th AGM is recommended for approval of the Members for the appointment of Statutory Auditors for a period of five consecutive Financial Years i.e. 2020-21 to 2024-25.

(iii) Cost Auditors:

Cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 201 3, have been maintained by your Company during the year under review.

M/s Diwanji & Company, Cost Auditors, Vadodara (Firm Registration No.:000339) were appointed as Cost Auditors of the Company for the Financial Year 2019-20.

The Board of Directors has re-appointed Diwanji & Company (Firm Registration No.:000339) as Cost Auditors of the Company for the Financial Year 2020-21, subject to shareholders ratification to the remuneration payable to the Cost Auditors.

Resolution at Sr.No.1 1 of the Notice of 35th AGM is recommended for ratification of the Members for the remuneration payable to Cost Auditors for the Financial Year 2020-21.

(iv) Secretarial:

M/s. Samdani Shah & Kabra, Practicing Company Secretaries, Vadodara, (CP No.9927) have been appointed as Secretarial Auditors of the Company for the year 201 9-20. Report of Samdani Shah & Kabra for the Financial Year 2019-20 ended on 31st March, 2020 in the prescribed Form-MR 3 is annexed to this Report as Annexure B.

The Board of Directors has appointed M/s. J.J. Gandhi & Co., Practising Company Secretaries, Vadodara (CP No.251 5) as Secretarial Auditors of the Company for FY 2020-21.

Qualifications/Adverse Observations of Auditors:

Neither the Statutory Auditors nor the Secretarial Auditors have, in their report, reported any qualifications/adverse observations.

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.

Anti-Sexual Harassment Policy:

The Company has formulated and implemented a policy as well as constituted an Internal Complaints Committee on prevention of sexual harassment at workplace as required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no cases filed under the Sexual Harassment of Women under Workplace (Prevention Prohibition and Redressal) Act, 201 3.

Material Changes and Commitments:

No material changes and commitments affecting the financial position of the Company have occurred between the end of financial year to which this financial statement relates and the date of this report and hence not reported.

General Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Details of remained, unpaid or unclaimed dividend at the end of year.

c) Issue of equity shares with differential right as to dividend, voting or otherwise.

d) Issue of shares (including Sweat Equity Shares) to employees of the Company under any scheme.

e) Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

f) No significant or material order, is passed by the Regulators or Courts or Tribunals, which impact the going concern statusand Companys operations in future.

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
Sunaina Tomar, IAS
Date: 09/11/2020 Chairperson
Place: Gandhinagar (DIN:03543553)