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Gujarat Industries Power Co Ltd Management Discussions

230.68
(-1.86%)
Oct 11, 2024|03:32:15 PM

Gujarat Industries Power Co Ltd Share Price Management Discussions

Your Company, jointly promoted by Gujarat Electricity Board (GEB) [now Gujarat Urja Vikas Nigam Limited (GUVNL)], Gujarat Alkalies and Chemicals Limited (GACL), Gujarat State Fertilizers and Chemicals Limited (GSFC) and Petrofils Co-operation Limited (PCL) to cater to their captive power requirements, has completed Thirty-Nine years on 01st June, 2024, since its establishment in the year 1985.

It is a matter of pride that your Company, which began as the first group captive power plant in the country, has transformed into a dynamic Independent Power Producer (IPP) with total installed generation capacity of 1184.4 MW including RE capacity of 374.4 MW.

SECTOR OVERVIEW

Power Generation in India:

An overview of the Power Sector in India during FY 2023-24 is given hereunder:

Electricity Generation (MUs) Target vis-?-vis Achievement for FY 2023-24:

sAll India

Thermal Hydro Nuclear Bhutan (Import) Total
Target * (MUs) 1324110 156700 46190 8000 1535000
Achievement (in MW)** 1326087 133966 47884 4706 1512643
Achievement (in %) 100.15 85.49 103.67 58.82 98.54

*Figures are rounded off to nearest digit.

** Provisional based on Actual cum-Assessment. [Source: Central Electricity Authority (CEA)]

Installed Generation Capacity (As on 31/03/2024)

All India

Coal / Lignite Thermal Gas Diesel Total Nuclear Hydro (Renewable) RES@ (MNRE) Grand Total
MW* 217589 25038 589 243217 8180 46928 143645 441970
% 49.23 05.66 00.13 55.03 01.85 10.62 32.50 100.00

*Figures are rounded off to nearest digit. [Source: Central Electricity Authority (CEA)]

The installed generation capacity in the country, as on 31st March, 2024 was 441970 MW. Coal, with around 49% share, continues to be the primary source of fuel for power generation in India, whereas Renewable Energy Sources (RES) accounted for around 32.50% of the Installed Generation Capacity as on 31/03/2024, emerging as increasingly significant contributor to the installed generation capacity in the country.

The break-up of Renewable Energy installed capacity addition of 143645 MW as on 31st March, 2024 is as follows:

Small Hydro Wind

Bio Power

Solar Total
Power Power BM Power/Congen Waste to Energy Power Capacity
MW 5003 45887 10355 586 81814 143645
% 03.48 31.94 07.21 00.41 56.96 100.00

The above figures indicate that Wind and Solar Power account for nearly 89% of the installed generation capacity addition, demonstrating the success achieved due to Govt. of Indias thrust for development of Wind and Solar Power as major RE source and thereby reducing carbon footprints.

Electricity - Capacity Addition and Generation Target vis-?-vis Achievement:

The Indian power sector has historically been characterized by demand-supply gap which has been increasing over the years. The capacity addition and electricity generation for financial year 2023-24 shown below amplifies the same:

(a) Generation Capacity Addition vis-?-vis Achievement for FY 2023-24:

The fresh Generation Capacity Addition for FY 2023-24 against targeted capacity addition till 31/03/2024 is shown below:

Thermal Hydro Nuclear Total
Target Addition (in MW) * 14700 2880 1400 18980
Achievement (in MW)* 6168 78 1400 4878
Achievement (in %)* 41.96 02.71 100.00 40.28

*Figures are rounded off to nearest digit. [Source: Central Electricity Authority (CEA)].

As seen above, the capacity addition of 40% achieved during the FY 2023-24 against targeted addition was slightly sluggish, which may partly be attributed to COVID induced economic slowdown.

(b) Electricity Generation (MUs) Target vis-?-vis Achievement for FY 2023-24:

Thermal Hydro Nuclear Bhutan Total
(Import)
Target * (MUs) 1324110 156700 46190 8000 1535000
Achievement (in MW)** 1326087 133966 47488 4706 1512643
Achievement (in %) 100.15 85.49 103.67 58.82 98.54

*Figures are rounded off to nearest digit.

**Provisional based on Actual cum-Assessment. [Source:Central Electricity Authority (CEA)].

(c) Electricity Generation Target of conventional sources for Fuel Availability for Power Generation:

FY 2023-24:

The electricity generation target of conventional sources for the year 2023-24 was fixed as 1750 Billion Units (BUs) i.e. growth of around 19.95% over actual conventional generation of 1459 BUs for the previous year (2022-23).

[Source: Central Electricity Authority (CEA)]

The conventional generation during 2023-24 was 1738 BUs as compared to 1421 BUs generated during 2022-23, representing a growth of around 22.31% [Source: Central Electricity Authority (CEA)].

(d) Target Capacity addition for FY 2023-24 from conventional sources

As per CEAs Load Generation Balance Report (LGBR) for year 2024-25, a capacity addition of 19,680 MW has been considered for the year 2024-25 comprising 14,040 MW of Thermal, 3,790 MW of Hydro and 1,900 MW of Nuclear capacity.

Thermal Plant Load Factor (PLF):

The improvement in PLF signifies growth in generation. The average All India Thermal PLF (%) (Coal & Lignite based) stood at 68.76% for FY 2023-24 as compared to 64.15% for FY 2022-23. The provisional average PLF in April 2024 is 68.76%

(Source: Ministry of Power).

Availability and quality of coal and availability of gas for power sector continued to be a critical issue for thermal generation growth.

Coal:

With around 49.23%, i.e. about 217589 MW, of the installed capacity of 441970 as on 31st March, 2024 being contributed by Coal based Power Plants, Coal continues to remain a key fuel for power generation.

As per Gross Energy Generation Programme approved by Ministry of Power, Coal-based generation is expected to continue to be the predominant source of electricity accounting for 1373 Billion Units (BU) i.e.72.26% of 1,900 BUs estimated generation for the year 2024-25. (Source: Load Generation Balance Report (LGBR)2024-25)

The total coal requirement in the year 2021-22 was estimated at 735 MW and for 2026-27 it has been estimated as 877 Million Tonnes (MT) including imported coal of 50 MT considering 30% reduction in Hydro generation due to failure of monsoon and being supplemented by coal-based generation. (Source: National Electricity Plan-Central Electricity Authority-Annual Report 2018).

Further the domestic coal requirement has been estimated to be 866.4 Million Tonne for the year 2026-27 and 1025.8 Million Tonne for the year 2031-32 and estimated requirements of 28.9 MT of coal imports for the plants designed to run on imported coal (Source: National Electricity Plan 2022-32).

Gas:

Owing to the reducing availability of Natural Gas from the domestic gas fields and also due to increasing cost of Imported R-LNG, the share of gas-based power generation has steadily declined over the last few years. The installed capacity has marginally increased 25038.21 MW in the year 2023-24 as against 24824 MW of year 2022-23 (increased by 0.87% in installed capacity terms).

Nationally, Gas available from KG basin has been allocated to existing projects only and Power sector has been given third priority in gas allocation after Fertilizer and LPG Sectors. As per the Gross Energy Generation Programme, gas-based generation is estimated at 35 Billion Units (BUs) i.e.1.82% of 1900 BUs estimated generation for the year 2024-25. [Source: Load Generation Balance Report (LGBR)2024-25].

The National Electricity Plan (NEP) 2022-32 envisages no increase in installed capacity of gas-based power plants of 24824 MW with a projected share of 2.8% in total Installed capacity (projected) of 900422 MW by end of 2031-32.

[Source: National Electricity Plan (NEP) 2022-32].

The Ministry of Power (MoP) has recommended that Power sector be given the highest priority as far as domestic gas allocation is concerned in view of power shortage in the country.

Renewable Energy:

Considering the ever-increasing electricity demand and inadequate availability of fuel required under conventional methods, there has been dire need to tap various new sources of energy including renewable energy. Further, growing awareness with regard to benefits of clean energy have also prompted renewed focus on renewable energy by all the stakeholders in the energy ecosystem.

Taking into consideration the growing threat of climate change, the need to develop domestic supply options to the maximum extent and the need to diversify energy sources, renewable energy sources continue to remain important to Indias Energy Sector.

As per the updated Nationally Determined Contributions (NDC), India now stands committed to achieve about 50 percent cumulative electric power installed capacity from non-fossil fuel-based energy resources by 2030. So far, a total of 167.75 GW Renewable Energy capacity has been installed as on 31.12.2022 in the country. India stands 4th globally in

Renewable Energy Installed Capacity, 4th in Wind Power capacity & 5th in Solar Power capacity (as per REN21 Renewables 2022 Global Status Report).

The Government has decided to invite bids for 50 GW renewable energy capacity annually for the next five years i.e. from FY 2023-24 till FY 2027-28 and to ensure 500 GW of installed capacity by 2030. The Ministry of Power is already working on upgrading and adding the transmission system capacity for evacuating 500 GW of electricity from non-fossil fuel. [Source: MNRE Press Release 05/04/2023].

Renewable Energy accounted for 32.50%, i.e. 143645 MW, of the total installed capacity as on 31/03/2024. [Source: Central Electricity Authority (CEA)].

Source wise cumulative RE Generation for FY 2023-24

Source

Generation in Generation
Million Units (MUs)* in %
Bagasse 10826 03.01
Biomass 3417 00.95
Small Hydro 9485 02.64
Large Hydro 134054 37.25
Solar 115975 32.23
Wind 83385 23.17
Others 2747 00.76

Total

359889 100.00

*Rounded off

Cumulative RE capacity as on 31/05/2024:

The cumulative RE installed capacity (in MW) for all India and Gujarat as on 31/05/2024 was as follows:

Sector

Achievements

Cumulative

(May, 2024)

Achievements as

on 31/05/2024

All India Gujarat
Wind Power 535.96 46422.47 11822.98
Solar Power 2463.82 84277.42 14182.98
Small Hydro Power 2.00 5005.25 91.64
Bio Mass (Bagasse)
Co-generation 0.00 9433.56 65.30
Bio Mass
(Non-Bagasse)
Co-generation 0.00 921.79 12.00
Waste to Power 0.00 249.74 7.50
Waste to Energy
(off grid) 5.50 341.56 27.68

Total

3007.28 146651.79 26210.08

Strategy for enhancing renewable energy capacity:

With fuel shortage becoming a reality over last few years, it is imperative for India to have a focused strategy for enhancing its renewable energy capacity.

Indias deep commitment to aspirational Climate Goals has been widely acknowledged in the comity of nations. Our achievements have matched our ambition. India has the fastest growing Renewable Energy capacity in the world. India has also emerged as one of the most attractive destinations for investments in Renewables. As India has set its sight on becoming energy independent by 2047 and achieving Net Zero by 2070.

The Ministry of New and Renewable Energy (MNRE) has taken several steps to fructify Prime Ministers dream of a clean energy future for the ‘New India. The largest renewable capacity expansion Programme in the world is being taken up by India. The Government is aiming to increase share of clean energy through massive thrust in renewables. Core drivers for development and deployment of new and renewable energy in India have been Energy security, Electricity shortages, Energy Access, Climate change etc.

In line with the Prime Ministers announcement at COP26, Ministry of New and Renewable Energy is working towards achieving 500 GW Non – fossil-based electricity generation capacity by 2023.

The Government of India has introduced a range of policies and initiatives to encourage the adoption of renewable energy technologies. These measures encompass incentives, subsidies, and regulatory frameworks designed to incentivize the transition to renewable energy sources. Notably, the National Action Plan on Climate Change (NAPCC) emphasizes the National Solar Mission and aims to significantly increase the share of renewable energy in the national energy mix.

Ministry of New and Renewable Energy is implementing the National Green Hydrogen Mission, approved by the Union Cabinet on 04/01/2023 and objective of the mission is to make India the Global Hub for production, usage and export of Green Hydrogen and its derivatives. Process initiated under the mission for setting up 4.5 Lakh tonnes of Green Hydrogen Production Facility in India.

India announce definition of Green Hydrogen and the Green Hydrogen standards for India has been notified on 19/08/2023, outlining the emission threshold to be met in order for hydrogen produced to be classified as ‘Green i.e. from renewable sources.

Government of India is implemented the Production Linked Incentive (PLI) Schemes for National Programme on High Efficiency Solar PV Modules, for achieving manufacturing capacity of Giga Watt (GW) scale in High Efficiency Solar PV Module.

A revised Strategy for development of offshore wind energy projects has been issued in September, 2023 indicating a bidding trajectory for installation of 37MW capacity of Offshore Wind energy.

The "Offshore Wind Energy Lease Rules, 2023 to regulate the allocation of offshore wind sea blocks to developers have been notified on 19/12/2023.

Suitable amendments have been made to the Electricity Act and Tariff Policy and other applicable legislations. Various policy measures have been initiated and special steps taken in addition to providing financial support to various schemes being implemented by the MNRE for achieving the target of renewable energy capacity of 175 GW.

In order to achieve the renewable energy target of 175 GW, following major programs / schemes have been launched during the last few years for Development of Solar Parks and Ultra Mega Solar Power Projects, Solar Roof Top Scheme, Solar Defense Scheme, Solar scheme for CPSUs, Solar PV power plants on Canal Bank and Canal Tops, Solar Pump, Solar Rooftop etc.:

• Pradhan Mantri Kisan Urja Suraksha Evam Utthaan Mahaabhiyaan (PM-KUSUM) for Decentralised Solar;

• Roof Top Solar Programme Phase I & II;

• Central Public Sector Undertaking (CPSUs) Scheme for Grid Connected Solar Photovoltaic Power Projects;

• Development of Solar Parks and Ultra Mega Solar Power Projects;

• Production linked Incentive (PLI) Scheme for National Programme on High Efficiency Solar PV Modules;

• Green Energy Corridor;

• Solar Wind Hybrid Projects;

• Wind Energy;

• Bio Energy.

Apart from above, the MNRE has introduced several Policy Reforms and enablers to push progress in key segments like green hydrogen, decentralized renewable energy, rooftop solar, wind repowering, and offshore wind. Some of these initiatives are noted below:

National Portal on Rooftop Solar: The said Portal was launched on 30/07/2022 to enable residential consumers from any part of the country to apply for rooftop solar without waiting for Discom to finalize tender and empanel vendors. Since its launch applications for 117 MW Solar capacity have been received and more than 18 MW projects have been granted.

Green Hydrogen: The National Green Hydrogen Mission with an initial outlay of 19744 crore was approved in January 2023 with overall objective to develop at least 5 million metric tons of green hydrogen production capacity per annum with an associated renewable energy capacity addition of about 125 GW in the country by 2030.

Energy Storage: SECI has concluded the bidding process for setting up Pilot Projects of 500 MW/1000 MWh Standalone BESS under Tariff based Global Competitive Bidding (ESS-I) at Fatehgarh III Substation of Powergrid.

Launch of National BioEnergy Programme on 02/11/2022 comprising the following sub themes (i) Waste to Energy Programme; (ii) Bio Mass Programme Scheme based on co-generation in Industries and (iii) Biogas Programme for promotion of family type Biogas plants.

Draft National Repower Policy for Wind Power Projects was issued for stakeholders consultation with the objective of optimum utilization of wind energy resources by maximizing energy (kWh) yield per Km2 of the Project Area and utilizing the latest state of the art onshore wind turbine technologies.

Offshore Wind: MNRE took several steps to kick start the offshore wind sector in the country like formulating strategy for offshore wind, Viability Gap Funding (VGF) scheme of 15608.65 crore for the initial 3 GW of offshore wind energy projects, Draft Offshore Wind Energy Lease Rules, 2022, Draft contractual documents have been circulated for stakeholders consultation.

(Source: MNRE Annual Report 2022-23)

Potential for Solar and Wind Power based Renewable Energy:

Based on availability of land and solar radiation, the potential for Solar Power is assessed to be around 750 GWp, out of which Gujarat with estimated potential of around 36 GWp (i.e. around 5%) has added cumulative capacity of 8500.74 MW till 31/12/2022. The total solar power installed capacity was 63.30 MW as on 31/12/2022. (Source: MNRE Annual Report 2022-23).

Further, as per MNRE assessment, the gross Wind Power potential is 302.25 GW at 100 meter and 695.50 GW at 120 meters respectively out of which Gujarat has estimated potential of 84.43 GW at 100 meter and 142.56 at 120 meters respectively.

The total wind power installed capacity was 41.93 GW as on 31/12/2022. (Source: MNRE Annual Report 2022-23).

As a result, India has achieved a cumulative installed renewable energy capacity of 167.75 GW. India stands 4th in the global positions in the wind and solar power deployment respectively.

(Source: MNRE Annual Report 2022-23).

OPPORTUNITIES AND CONCERNS Opportunities: Gross Generation Programme- 2024-25:

The Ministry of Power has approved the following Gross Generation Programme of CEA for the year 2024-25:

Fuel / Source

Generation Programme
(Billion Units)
Coal 1373.00
Lignite 37.00
Natural Gas 35.00
Diesel 0.40
High Speed Diesel (HSD) 0.00
Naphtha 0.00

Thermal Total

1445.40
Nuclear 55.00
Hydro 148.00
Bhutan Imports 8.00

Total

1656.40
Renewables 244.00

Grand Total

1900.40

[Source: Central Electricity Authority LGBR 2024-25]

Power supply position during 2023-24:

The anticipated power supply position during 2024-25 is presented in the table as follows:

Particulars

Energy Peak
(Million Units) (MW)
Requirement. 1734361 256530
Supplied / Availability. 1776520 245615
Surplus (+)/Shortage (-). 42159 -10915
%Surplus (+)/Shortage (-). 2.4% -4.3%

[Source: Central Electricity Authority LGBR 2024-25]

The Electricity Generation Target from conventional sources fixed by Ministry of Power (MoP) for FY 2023-24 was as follows:

Electricity Generation Target for FY 2023-24:

Thermal Hydro Nuclear Bhutan Total
(Import)
Target 1324110 156700 46190 8000 1535000
(MUs)

[Source: Central Electricity Authority (CEA)].

In order to provide cheaper power to consumers, large size power projects are being developed at different locations by various project developers.

India is endowed with huge renewable sources for energy. Both technology routes for conversion of solar radiation into heat and electricity, Solar Thermal and Solar Photovoltaic (PV), can effectively be harnessed providing huge scalability for solar power in India. With the increased focus on Research and Development for reducing the costs of setting up Solar Power projects and the tariffs being offered for Solar Power; the sector provides bright opportunities.

Your Company has approached various Govt. authorities like MNRE, SECI, NTPC, Port Trust, GoG Departments, etc. to explore opportunities to enhance its Solar and Wind based Power Generation Capacity.

Your Company has been allotted land at Great Rann of Kutch near Khavda to set up 2375 MW of Renewable Energy (RE) Park. This Park will be developed as a part of prestigious 30 GW RE Park planned near International Border in Great Rann of Kutch. Ministry of New & Renewable Energy (MNRE) has approved entire RE park under Ultra Mega Renewable Energy Power Project (UMREPP) Mode-8 to avail benefit of Central Financial Assistance (CFA).

The major work orders for developing RE park infrastructure such as Pooling sub-stations, internal roads & drains have been issued and work at site is under progress.

The entire RE Park capacity is expected to be completed in next 5 years.

600 MW Solar Power Project at Khavda:

Your Directors are pleased to inform that your Company has successfully bid for 600 MW Solar Power Project under Green shoe option of Gujarat Urja Vikas Nigam Limited (GUVNL) Tender. The Company has received the Letter of Intent (LoI) for the project from GUVNL in the month of May 2023. The Company has already appointed M/s. Tata Consulting Engineers (M/s TCE) as Project Management Consultant and basic engineering and tendering activities have been initiated. The Company is also exploring business opportunities in the following areas:

• Solar Park
• Solar Projects
• Wind Projects
• Energy Audit
• Micro Grid

A dedicated Business Development Cell has been set up to look for new business opportunities.

Your Company has signed MoU with Government of Gujarat in Vibrant Gujarat Global Summit 2024 to set up projects having investment worth of 7953Cr.

On 06/12/2023, your company and Indian Oil Corporation Limited (IOCL) signed a non-binding Memorandum of Understanding (MoU) to explore potential business opportunities through the creation of a joint venture and the perceived benefits of research and development in the fields of indigenous battery technology, biofuels, green hydrogen / green ammonia technology, etc.

Pumped Storage Projects (PSPs) have been identified by the Ministry of Power, Govt. of India as the best storage option for our country. NHPC Ltd. is implementing a number of Pumped Storage Projects across the country and Govt. of India has notified a number of fiscal incentives and faster clearances for the Pumped Storage Projects. In view of perceived benefits, your Company has entered into a Non- Binding Memorandum of Understanding with NHPC Limited on 17/10/2023.

Key Risks and Concerns:

Power sector is a highly capital-intensive industry with long gestation periods before commencement of revenue streams (construction / commissioning periods of 4-5 years) and an even longer operating period (over 25 years). As most of the projects have such a long-time frame, there are some inherent risks in both the internal and external environment.

The macro economic factors like the growth of the economy, interest rates, as well as the political and economic environment have a significant effect on the business environment and the sector as a whole.

The graduation from the regulated regime to a competitive scenario has made developers conscious of the costs incurred (both capital and operating costs) and delays in equipment delivery schedules due to inadequate manufacturing capacity in the country.

New policies have boosted the security of utilities revenue directly impacting both their willingness and ability to pay for the power purchased. Over the long term, unless Aggregate Technical and Commercial (AT&C) losses are reduced, the ability of state utilities to meet their obligations will be of grave concern.

Considering the proposed capacity addition and the capital-intensive nature of power projects, high level of debt financing will be required. The company, sector and group level exposures of various banks and insurance companies need to be increased in order to adequately fund the proposed capacity addition.

Your Company is dependent on the domestic market for its business and revenues. The Companys power generating facilities are located in the State of Gujarat and the entire revenue of the Company is derived from the domestic market. These factors may potentially expose the Companys business to risks of a significant nature pertaining to the state of the economy. Adverse changes in the Government policies or regulations, the taxes levied by the Central or State Governments or removal of tax concessions, exemptions or incentives, or claims by tax authorities may affect the financial condition and operational results of the Company.

Generation of Power at the Companys Power Stations can be adversely affected due to various factors including non-availability of natural Gas from domestic gas fields, high cost of R-LNG, lignite / fuel, grid disturbances, load management in the grid, lower off-take by Participating Units. Your Company has entered into Agreements with gas suppliers for adequate supply of fuel for its gas-based Power Stations at Vadodara Plant. However, the dwindling supplies from domestic gas fields at present and increasing price of imported R-LNG shall have a considerable impact on the generation at Vadodara Plants. To remain unaffected by the grid disturbances, your Company has developed systems to isolate its Power Stations from the grid. To mitigate the concerns, the external environment is monitored and the internal environment is managed on a continuous basis.

REVIEW OF COMPANYS BUSINESS:

The Company at present has a combined installed capacity of 1184.4 MW at various locations in Gujarat as follows:

Power Plants

Installed capacity (MW)

A. Non- Renewable

Vadodara Station - I. 145
Vadodara Station – II. 165
Surat Lignite Power Plant (SLPP),
Village Nani Naroli, Taluka Mangrol,
Dist. Surat – Phase I & II. 500

Sub Total (A)

810

B. Renewable

Solar Power Plants

Vastan, Taluka Mangrol, Dist. Surat. 05
1 MW Distributed Solar Power Plants at Amrol,
Dist. Anand and Vastan, Dist. Surat. 02
Gujarat Solar Park, Charanka, Dist. Banaskantha. 80
75
Raghanesda Solar Park, Dist. Banaskantha. 100

Sub Total (B)

262

Wind Farms

Kotadapitha, Dist. Amreli. 15
Nakhatrana, Dist. Kutch. 21
Rojmal, Dist. Botad. 26
Kuchhdi, Dist. Porbandar. 50.4

Sub Total (C)

112.4

GRAND TOTAL (A+B+C)

1184.4

MANAGEMENT CONTROL, INTERNAL CONTROL AND INTERNAL AUDIT SYSTEMS:

Your Company has put in place internal control systems and processes commensurate with its size and scale of operations. Few recent initiatives in that direction are given below:

1. Implementation of an Enterprise Resource Planning (ERP) System developed by SAP for better control on cash flows, costs, automation of procurement processes and digital office after a comprehensive study of various functionalities. This System has control processes designed to take care of various audit requirements;

2. Technical up gradation of servers and functional modules of SAP ERP;

3. Central Data Monitoring Cell has been set up for monitoring of operations data for plants and projects under Solar and Wind at various locations;

4. Centralization of processes wherever feasible, with IT support, to reduce cycle time and avoid repetition of activities.

In addition, the Company has a system of Internal Audit and Review through external independent firm of Chartered Accountants. Pre-audit of payments is being carried out by an internal team of Accountants as well as by external Agencies which oversee the implementation and adherence to various systems and processes and preparation of Financial Statements as per Generally Accepted Principles and Practices. The internal control measures such as defining various levels of the authority through delegation of powers, well laid down procurement procedures, checks and balances in the financial system to safeguard the assets, budgetary controls and variance analysis are in place.

The procurement and operational maintenance activities are planned well in advance to avoid any possible risk of late delivery of materials/inputs, delay in attending to maintenance needs etc. Your Company stores and maintains all the relevant data and information as a back-up, to avoid any possible risk of loss of any important business data.

A qualified and independent Audit Committee of Directors periodically reviews the internal audit reports.

FINANCIAL REVIEW:

These financial statements are prepared in accordance with Indian Accounting Standard (Ind AS), under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values, the provisions of the Companies Act, 2013 (‘the Act) (to the extent notified) except in so far as the said provisions are inconsistent with the provision of the Electricity Act, 2003 and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter.

Your Companys total income for the year ended 31st March,2024 was 142504 Lakhs as compared to 140369 Lakhs in the previous year.

The total income of the current year includes earnings from sale of electrical energy of 134053 Lakhs as compared to

134857 Lakhs recorded in the previous year.

The Profit Before Tax was 25252 Lakhs as compared to 25343 Lakhs (after exceptional item) in the previous year.

The Net Profit of 19851 Lakhs has been arrived at after taking into account the Current Income Tax expense of 4264 Lakhs and Deferred Tax expense of 1137 Lakhs.

During the year, Gross Block has increased by 3210 Lakhs. The increase was mainly due to capitalization of Plant and Machinery during Capital overhauling at 2*250MW Surat Lignite Power Plants at Nani Naroli.

The total dividend payout (proposed) for the year @ 3.95 per Equity Share is 5974.42 Lakhs.

As on 31st March, 2024, the net worth of the Company stood at

330551 Lakhs as against 315430 Lakhs as at the end of previous financial year ended on 31st March, 2023.

SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

Key Ratios

2023-24 2022-23 % Variance*

Explanation

Trade
receivables
4.55 4.27 -6.73% -
turnover ratio
(in times)
Inventory
Turnover ratio 5.56 5.60 0.79% -
(in times)
Interest
Coverage Ratio 8.28 8.13 1.83% -
(%)
Debt Equity The change is mainly due to
12.37 15.34 19.34%
Ratio (%) repayment of term loans.
The change is mainly due to increase
Operating Profit
20.78 22.23 -6.51% in employee cost due to long term
Margin (%)
wage settlement
The change is mainly due to increase
Net Profit in Other income and decrease in
14.81 13.99 5.83%
Margin (%) deferred taxes in current year as
compared to previous year.
Return on Net
6.01 5.98 0.39% -
Worth(%)

* Positive Figure indicates Favorable Variance.

SUBSIDIARY COMPANY:

The Company has no Subsidiary Company.

HUMAN RESOURCE & INDUSTRIAL RELATIONS:

Humans Resources are considered as one of the most critical resource in the business which can be continuously improved to maximize the effectiveness of the Organization. Human resources build the Enterprise and a sense of belonging inculcates the spirit of dedication and loyalty amongst them towards strengthening the Companys sustainable growth. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing their contribution to the Company.

The strength of your Company lies in its team of highly competent and highly motivated personnel. This has made it possible for your Company to make significant improvements and progress in all areas of activities.

During the year 2023-24, the Company maintained its high standards of Safety. Your Directors place on record their sincere appreciation for the unstinting efforts and contribution put in by the employees of the Company.

The Company continued in its endeavor to impart appropriate and relevant training to its employees to upgrade their skills to meet the challenges that are ahead and to enhance their performance. The Company has also taken up an exercise on career growth and planning by identifying potential and training needs of employees and taking suitable steps to meet them.

The industrial relations remained cordial throughout the year both at Vadodara and at SLPP Plants.

CORPORATE SOCIAL RESPONSIBILITY AND WELFARE:

Being a conscientious corporate body, your Company has been actively involved in the socio-economic development and welfare of the people living around the Power Plants at Vadodara, SLPP and it RE locations through Society for Village Development in Petrochemicals Area (SVADES) at Vadodara and through Company promoted NGO - Development Efforts for Rural Economy and People (DEEP) at SLPP. Your Company has also undertaken CSR initiatives in and around the Villages where its Renewable Energy Projects, both Wind and Solar are situated.

The Company has several CSR initiatives and has undertaken projects in the areas of Health, Education, Livelihood / Women Empowerment, Development of Village Infrastructure, etc.

The Companys CSR approach is focused on the development of communities around the vicinity of its plants / facilities.

Major Corporate Social Responsibility (CSR) initiatives by your Company revolve around building community infrastructure, focus on women empowerment and their role in development. Interventions include Health, Education, Livelihood Development and Village Infrastructure Development like roads, culvert, multi-purpose shed, class rooms, sanitation etc. in surrounding villages.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their appreciation for the co-operation and assistance received from the Promoters, Government, Local Government Bodies, Financial Institution, the Companys Bankers, Electricity Companies, Employees, Customers, Suppliers, Investors and all other stakeholders. Your Directors express gratitude to the investors for their confidence reposed in the Company.

CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis forming part of the Boards Report, describing the objectives, projections, estimates, expectation and predictions of the Company may be "Forward Looking" statements within the meaning of applicable security regulations and laws. These statements are based on certain assumptions and expectations of future events. The Company assumes no responsibility in respect of forward-looking statements herein which may undergo changes in future on the basis of subsequent developments, information or events.

CORPORATE GOVERNANCE REPORT

The detailed Report on Corporate Governance in the format prescribed by SEBI pursuant to Listing Regulations as amended is set out below:

A. MANDATORY REQUIREMENTS

1. COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE: THE PHILOSOPHY:

At Gujarat Industries Power Company Limited ("GIPCL" or "the Company"), the Corporate Governance is aimed primarily to present the management with tools essential for business practices required for legal and ethical conduct and fair financial reporting in tune with its commitment to the values of on transparency, accountability and integrity.

Your Companys Corporate Governance framework ensures effective engagement with our stakeholders and which help us to evolve with changing time. We also endeavor to enhance Stakeholders value and respect minority rights in all our business decisions with a long-term perspective.

2. BOARD OF DIRECTORS:

(1) COMPOSITION AND CATEGORY OF THE BOARD:

The Board of Directors comprised of total Eleven (11) Directors as on 31st March, 2024, out of which Five (05) are Non-Independent Directors and Six (06) are Independent Directors. Except Managing Director, all other Directors are Non-Executive Directors. As on 31/03/2024 the Board of Directors of the Company are as follows:

Sr. No.

Name Designation
1. Shri A K Rakesh, IAS Chairman - Nominee of Government of Gujarat (Non- Executive Non-
Independent Director)
2. Shri Jai Prakash Shivahare, IAS Director – Nominee of Gujarat Urja Vikas Nigam Limited (Non- Executive
Non-Independent Director)
3. Shri Swaroop. P., IAS Director – Nominee of Gujarat Alkalies and Chemicals Limited (Non-
Executive Non-Independent Director)
4. Shri Chirag Kritikumar Mehta Director – Nominee of Gujarat State Fertilizers and Chemicals
Limited(Non – Executive Non- Independent Director)
5. Shri N N Misra Independent Director
6. Shri Prabhat Singh Independent Director
7. Shri Nitin Chandrashanker Shukla Independent Director
8. Dr. Ravindra Harshadrai Dholakia Independent Director
9. Dr. Mamata Biswal Independent Director
10. Prof. Vishal Gupta Independent Director
11. Smt. Vatsala Vasudeva, IAS Managing Director (Executive Director)

11. Smt. Vatsala Vasudeva, IAS Managing Director (Executive Director)

(2) BRIEF RESUME OF DIRECTORS: a) REAPPOINTMENT OF NON-EXECUTIVE DIRECTORS RETIRING BY ROTATION:

The resumes of Shri Jai Prakash Shivahare, IAS (DIN: 07162392) and Shri Swaroop P., IAS (DIN: 08103838) are given in the Explanatory Statement annexed to the Notice convening the 39th Annual General Meeting (AGM) of the Company, forming part of this Boards Report. b) APPOINTMENT OF INDEPENDENT DIRECTOR:

Appointment of Prof. Vishal Gupta (DIN: 06405808), who was appointed as an Additional Directors (Independent, Non-Executive) w.e.f. 18/12/2023 has been ratified by the members of the Company by way of special resolutions through Postal Ballot on 14/03/2024.

c) DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013, Rule 6(1) & (2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors has at its Meeting held on 18/05/2024 noted the said declarations of Independent Directors.

After assessment, in the opinion of the Board, the Independent Directors fulfill the conditions specified in the Listing Regulations and are Independent of the Management.

(3) NUMBER OF BOARD MEETINGS HELD AND DATES THEREOF:

During the year 2023-24, Eight (08) Board Meetings were held viz.:

Quarter

Date(s) of Meeting
1st Quarter - From April to June, 2023. 21st April, 2023; 05th May, 2023 and 29th May, 2023
2nd Quarter - From July to September, 2023. 10th August, 2023 and 16th September, 2023
3rd Quarter - From October to December, 2023. 06th November, 2023
4th Quarter - From January to March, 2024. 07th February, 2024 and 14th March, 2024

(4) (a) ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS, LAST AGM AND THEIR DIRECTORSHIPS AND

COMMITTEE MEMBERSHIPS IN OTHER COMPANIES:

Name

No. of Board Meetings attended Attendance at last AGM held on 16/09/2023 Directorships in other Companies (other than

Audit Committee and Stakeholders Relationship Committee

Pvt. Ltd.) Membership Chairmanship

As on 31/03/2024

Shri A K Rakesh, IAS 8 Yes 2 0 0
Nominee Director – Chairman
Shri Jai Prakash Shivahare, IAS 3 Yes 9 0 0
Nominee Director
Shri Swaroop P., IAS 4 Yes 5 2 0
Nominee Director
Shri Chirag Kritikumar Mehta 1 NA 0 0 0
Nominee Director (from 18/12/2023)
Shri N N Misra 8 Yes 9 0 0
Independent Director
Shri Prabhat Singh 7 Yes 0 0 0
Independent Director
Shri Nitin Chandrashanker Shukla 8 Yes 3 4 0
Independent Director
Dr. Ravindra Harshadrai Dholakia 7 Yes 4 3 1
Independent Director
Dr. Mamata Biswal 8 Yes 4 4 0
Independent Director
Prof. Vishal Gupta 2 NA 0 0 0
Independent Director (from 18/12/2023)
Smt. Vatsala Vasudeva, IAS 8 Yes 0 0 0
Managing Director

DIRECTORS CEASED DURING FY 2023-24

Smt. Manisha Chandra, IAS 2 No 8 0 0
Nominee Director (up to 03/08/2023)
Shri K M Bhimajiyani, IAS 1 No 0 0 0
Nominee Director (up to 21/02/2024)

*Note: Smt. Manisha Chandra, IAS, Nominee of Finance Department, Government of Gujarat has ceased to hold office of Director w.e.f. 03/08/2023 due to transfer from the position of Secretary (Expenditure), Finance Department, Government of Gujarat vide General Administration Departments Notification No. AIS/35.2023/20/G dated 7th June, 2023 and Shri K M Bhimajiyani, IAS, Nominee of Finance Department, Government of Gujarat has ceased to hold office of Director w.e.f. 21/02/2024 consequent upon superannuation from the position of Secretary (Expenditure), Finance Department, Government of Gujarat..

Shareholding of Directors and their relatives as on 31st March, 2024 was NIL. None of the Directors are interrelated. In accordance with Regulation 26(1)(b) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, Membership / Chairpersonships of only Audit and Stakeholders Relationship Committees of all Listed Companies excluding GIPCL have been considered.

Familiarization Programme

The details of familiarization program imparted to Independent Directors of the Company is available on the website of the Company https://www.gipcl.com/familiarization-program-for-independent-directors.htm

(4) (b) Directors holding Directorship in other listed entities:

Following Directors held Directorship in listed entities other than GIPCL as on 31/03/2024:

Director

Listed Entity and Category of Directorship
Shri Swaroop P., IAS • Gujarat Alkalies & Chemicals Limited
(Executive Director- Managing Director)
Shri Nitin Chandrashanker Shukla • Gujarat Mineral Development Corporation Limited
(Non-Executive – Independent Director)
Gujarat Alkalies and Chemical Limited
(Non-Executive – Independent Director)
ACC Limited
(Non-Executive – Independent Director)
Dr. Ravindra Harshadrai Dholakia • Adani Transmission Limited
(Non-Executive – Independent Director)
Gujarat State Fertilizers & Chemicals Limited
(Non-Executive – Independent Director)

Note: Directors not holding Directorship in listed entities (other than GIPCL) are not listed above.

(5) BOARD AGENDA AND MINUTES OF PROCEEDINGS OF BOARD MEETINGS:

The Agenda and Notes on agenda along with enclosures are circulated to Directors in advance. All material information is incorporated in the Agenda Notes and where it is not practicable to circulate the documents, it is tabled before the Board with specific mention of same in the Agenda. Additional and supplementary items on the Agenda are permitted in certain circumstances with the permission of the Chairperson and consent of the majority of Directors. The Board has accepted the recommendations of the Committees (which are mandatory) of the Board during the year under review.

The Company Secretary records the Minutes of proceedings of each Board Meeting. In terms of Secretarial Standards (SS-1), draft Minutes are circulated to Directors for their suggestions / comments before submitting to the Chairperson / Chairman for finalization and also for confirmation after it is finalized and approved by the Chairperson / Chairman. The minutes are entered in the Minutes Book within thirty (30) days from the conclusion of the Meeting.

3. GENERAL BODY MEETINGS:

The details as to the date, time and venue of the last three Annual General Meetings (AGMs) of the Company held, are as follows:

DATE AND

TIME VENUE OF AGMs

SPECIAL RESOLUTION(s) PASSED AT AGMs

NO. OF AGM

23/09/2021 03:00 P.M. 1. To appoint Prof. Shekhar Chaudhuri (DIN:
(36th AGM) 00052904), as an Independent Director of the
Company:
2. To appoint Dr. K M Joshi (DIN:00501563) as an
Independent Director of the Company
Registered Office of the 3. To appoint Shri S B Dangayach (DIN:01572754) as
Company at an Independent Director of the Company:
P.O.: 4. To re-appoint Shri N N Misra, (DIN: 0575501), as
Ranoli - 391 350, an Independent Director for a second consecutive
District: Vadodara (through term of five (5) years.
Video Conferencing)
22/09/2022 03:30 P.M.
NIL
(37th AGM)
16/09/2023 03:30 P.M.
NIL
(38th AGM)

POSTAL BALLOT:

During the FY 2023-24 ended on 31/03/2024, the Company has passed following Resolutions by Postal Ballot:

Particulars Date of Passing of Resolution
1. Ordinary Resolution:
To appoint Shri Kaushikkumar Maganlal Bhimajiyani, IAS (DIN: 06776639)
23/12/2023
Secretary, Finance Department (Expenditure), Nominee of Government of
Gujarat (GoG) as a Director of the Company.
2. Special Resolution:
To appoint Prof. Vishal Gupta (DIN: 06405808) as an Independent Director of
the Company for a period of five (05) years.
3. Ordinary Resolution:
14/03/2024
To appoint Shri Chirag Kritikumar Mehta (DIN:10428396), Nominee of
M/s. Gujarat State Fertilizers & Chemicals Limited, as a Director of the company.
4. Ordinary Resolution:
To approve material transactions with Related Parties.

 

Particulars

Details
Person who conduct the Postal Ballot exercise CS Swati Yash Bhatt, Practicing Company Secretary
Procedure for Postal Ballot. The postal Ballot will be carried out as per the provisions of Sections 108
& 110 and other applicable provisions of the Companies Act, 2013 read
with Rules framed thereunder and in line with General Circulars issued by
the Ministry of Corporate Affairs and in accordance with Regulation 44 &
other applicable provisions of the SEBI (LODR) Regulations, 2015, for the
time being in force and as amended from time to time.
Whether any Special Resolution is proposed to Further, no Special Resolutions is proposed to be passed through Postal
be conducted through postal ballot Ballot as on the date of this report.

 

4. BOARD COMMITTEES:

(i) THE BOARD OF DIRECTORS OF THE COMPANY HAS CONSTITUTED FOLLOWING COMMITTEES:

STATUTORY

(A) Audit Committee
(B) Stakeholders Relationship Committee (SRC)
(C) Nomination and Remuneration (NR) Committee
(D) Corporate Social Responsibility (CSR) Committee
(E) Risk Management Committee

NON-STATUTORY

(F) Personnel Committee
(G) Project Committee
The Company Secretary acts as Secretary to all the Statutory Committees of Directors.

(ii) COMMITTEE MEETING MINUTES:

Minutes of all Committee Meetings are circulated to the Members as per the requirements of Secretarial Standards and
approved by the Chairperson of the Committee / Meeting.

(A) AUDIT COMMITTEE:

(a) COMPOSITION, NAME OF MEMBERS AND CHAIRMAN

As on March 31, 2024, Audit Committee comprised four (04) Directors viz:

 

Name

Designation
Shri N N Misra Non-Executive Independent Director, Chairman of the Committee
Shri Prabhat Singh Non-Executive Independent Director, Member
Dr. Mamata Biswal Non-Executive Independent Director, Member
Smt. Vatsala Vasudeva, IAS Executive Director, Managing Director, Member

(b) TERMS OF REFERENCE

The terms of reference of the Audit Committee are commensurate with the requirements of the Schedule II (Part C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and the provisions of Section 177 of the Companies Act, 2013. It includes review and recommendation for approval to the Board, quarterly and annual unaudited / audited financial results, adequacy of internal control system and procedures, appointment of Statutory Auditors, Cost Auditors and Internal Auditors, Related Party Transactions ("RPTs"), Revenue and Capital Budgets, Cost Audit Report, reports and performance of Internal Auditors and action taken by respective Departments on the matters reported by Internal Auditors etc. The terms of reference of Audit Committee have been appropriately amended in line with the requirements of Sub-Regulation 4 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

(c) MEETINGS AND ATTENDANCE

During the year 2023-24, four (04) Meetings of the Committee were held viz.:

22/05/2023 09/08/2023 04/11/2023 06/02/2024

DETAILS OF ATTENDANCE:

Name

No. of Meetings attended
Shri N N Misra 04
Shri Prabhat Singh 03
Dr. Mamata Biswal 04
Smt. Vatsala Vasudeva, IAS 04

(B) STAKEHOLDERS RELATIONSHIP COMMITTEE:

(a) COMPOSITION, NAME OF MEMBERS & CHAIRMAN

As on March 31, 2024, the Stakeholders Relationship Committee comprised three (03) Directors viz.:

Name

Designation

Dr. Ravindra Harshadrai Dholakia Non- Executive – Independent Director,
Chairman of the Committee
Shri Nitin Chandrashanker Shukla Non-Executive-Independent Director, Member
Smt. Vatsala Vasudeva, IAS Executive Director, Managing Director, Member

 

(b) TERMS OF REFERENCE

The Committee considers and approves all Securities related transactions and also looks into redressal of
investors complaints, reviews the system and procedure of redressal and recommends measures to strengthen
the same in line with statutory framework of applicable laws.
The role of the Committee has been amended in line with the SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018, by the Board of Directors at its Meeting held on 24/04/2019.
The Company Secretary & Compliance Officer of the Company is the Authorized signatory, whose contact
details are as follows:
CS SHALIN PATEL
COMPANY SECRETARY & COMPLIANCE OFFICER
GUJARAT INDUSTRIES POWER COMPANY LTD.,
P.O.: Ranoli - 391 350, Dist.: Vadodara.
Ph No.:0265- 2232768, Fax No: 0265-2230029.
Email: cs@gipcl.com Website: www.gipcl.com

(c) MEETINGS AND ATTENDANCE

During the year 2023-24, one (01) Meeting of the Committee was held on 06/02/2024.

DETAILS OF ATTENDANCE:

 

Name

No. of Meetings attended
Dr. Ravindra Harshadrai Dholakia 01
Shri Nitin Chandrashanker Shukla 01
Smt. Vatsala Vasudeva, IAS 01

To facilitate timely approval / registration of securities related transactions up to 1000 Equity shares each, powers have been delegated to a Sub-Committee comprising of the Managing Director, Chief Financial Officer and Company Secretary, to process and approve all types of Securities related transactions.

(d) DETAILS OF SHAREHOLDERS COMPLAINTS - RECEIVED, RESOLVED AND PENDING DURING THE

FINANCIAL YEAR:

During the financial year 2023-24, Six (06) Complaints were received and the same were attended and resolved to the satisfaction of shareholders. Neither any Shareholders Complaint nor any Shares related transaction was pending as on March 31, 2024.

(C) NOMINATION AND REMUNERATION (NR) COMMITTEE:

(a) COMPOSITION, NAME OF MEMBERS & CHAIRMAN

As on March 31, 2024, the Nomination and Remuneration Committee comprised three (03) Directors viz.:

Name

Designation
Shri Nitin Chandrashanker Shukla Non-Executive - Independent Director
Chairman of the Committee
Shri N N Misra Non-Executive - Independent Director, Member
Dr. Ravindra Harshadrai Dholakia Non-Executive - Independent Director, Member

(b) TERMS OF REFERENCE

Pursuant to Section 178 of the Companies Act, 2013 ("the Act") and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, and other applicable provisions, Gujarat Industries Power Company Limited (GIPCL) "the Company" is required to constitute Nomination & Remuneration Committee of Directors of the Company (N&R Committee). In due compliance with the same, the Board of Directors of the Company, at its meeting dated 13th May, 2014 had constituted the N&R Committee to:

• Formulate the criteria for determining qualification, positive attributes and independence of Directors and recommend to the Board a Policy relating to the remuneration of Directors, Key Managerial Personnel (KMP) & other employees;

For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent Director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the committee may: a. Use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates

• Formulate the criteria for evaluation of Directors including Independent Directors and the Board;

• Devise a policy on diversity of the Board of Directors;

• Identify persons who are qualified to become Directors including Managing Directors and /or Whole Time Directors and who may be appointed in Senior Management in accordance with the criteria laid down;

• Recommend to the Board, appointment and removal of Directors, KMP and Senior Management Personnel (SMP).

(c) MEETINGS AND ATTENDANCE

During the financial year 2023-24, three (03) meetings the Committee were held viz.:

09/08/2023 04/11/2023 06/02/2024

DETAILS OF ATTENDANCE:

Name

No. of Meetings attended
Shri Nitin Chandrashanker Shukla 03
Shri N N Misra 03
Dr. Ravindra Harshadrai Dholakia 03

(d) SKILLS MATRIX

Pursuant to the Policy for Evaluation of Board Performance and based on the broad criteria as per the provisions of Section 134(3)(p) of the Companies Act, 2013 ("the Act"), the list of core skills /expertise / competencies of Directors as on 31/03/2024, 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, is as given in the Skills Matrix as follows:

Name of Director

Skills / Expertise / Competencies

Strategic Leadership Financial Expertise General Management - Functional, Admin. & Managerial Expertise Governance Practices Corporate Practices Professional / Technical Expertise with specialized knowledge
Shri A K Rakesh, IAS,
Chairman
Shri Jai Prakash
-
Shivahare, IAS
Shri Swaroop P., IAS
Ms. Manisha Chandra,
-
IAS*
Shri K M Bhimajiyani,
- -
IAS*
Shri Chirag K Mehta -
Shri N N Misra -
Shri Prabhat Singh -
Shri Nitin
-
Chandrashanker Shukla
Dr. Ravindra
- -
Harshadrai Dholakia
Dr. Mamata Biswal -
Prof. Vishal Gupta -
Smt. Vatsala Vasudeva,
IAS, Managing Director

*Note: Smt. Manisha Chandra, IAS and Shri K M Bhimajiyani, IAS were ceased to be Nominee of Directors of the Company w.e.f. 03/08/2023 & 21/02/2024 respectively.

(e) PERFORMANCE EVALUATION CRITERIA FOR DIRECTORS

The Committee evaluates the performance of each member of the Board of Directors with reference to the authority under the Nomination and Remuneration Policy and Policy for Evaluation of the Board Performance in accordance with the provisions of Section 178 of the Act and the skills identified for each Director.

Performance Evaluation of Non-Executive Directors, Independent Directors and Executive Director are done by the entire Board of Directors, excluding the Director being evaluated.

The major Evaluation Criteria for Non-Executive Directors / Independent Directors were: knowledge / skills, Diligence & Participation, Leadership quality, personal attributes, ethical standards of integrity and professional Conduct, fulfillment of the criteria for qualification / independence. The major Evaluation Criteria for the Executive Director/s were Leadership, strategy formulation, strategy execution, financial planning / performance, External Relations, Human Resources Management/Relations, succession, Product / Service Knowledge and Personal Qualities.

The Directors expressed their satisfaction with the evaluation process.

(D) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE: (a) COMPOSITION

As on March 31, 2024, the CSR Committee comprised three (03) Directors viz.:

Name

Designation
Smt. Vatsala Vasudeva, IAS Executive Director - Managing Director,
Chairperson of the Committee
Shri Prabhat Singh Non-Executive - Independent Director
Dr. Mamata Biswal Non-Executive - Independent Director, Member

(b) TERMS OF REFERENCE

To design, review and recommend for approval of the Board of Directors, CSR Policy for socio economic development of people, particularly in the areas where GIPCLs facilities are located by taking up projects and activities that aim at raising their Human Development Index including, but not limited to projects or programs listed out in the Schedule VII to the Companies Act, 2013 as amended. To involve all the stakeholders by following participatory approach to address their concerns, priorities, needs and aspirations and take up activities that contribute to – promotion of social harmony, increasing opportunities for socially a nd economically challenged sections of the society and to mitigate environmental degradation.

(c) MEETINGS AND ATTENDANCE

During the financial year 2023-24, four (04) Meetings of the Committee were held viz.:

22/05/2023 09/08/2023 04/11/2023 06/02/2024

 

DETAILS OF ATTENDANCE:

Name No. of Meetings attended
Smt. Vatsala Vasudeva, IAS 04
Shri Prabhat Singh 03
Dr. Mamata Biswal 04

(E) RISK MANAGEMENT COMMITTEE:

(a) COMPOSITION, NAME OF MEMBERS AND CHAIRPERSON

As on March 31, 2024, the Risk Management Committee comprised of three (03) Directors viz.:

Name

Designation
Shri Prabhat Singh Non-Executive - Independent Director, Chairman of the Committee
Shri N N Misra Non-Executive - Independent Director, Member
Smt. Vatsala Vasudeva, IAS Managing Director, Executive Director, Member

(b) TERMS OF REFERENCE

The terms of reference of the Risk Management Committee are commensurate with the requirements of the Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations (Second Amendment), 2021. It includes review and recommendation for approval to the Board, quarterly and annual Risk Management Plan of the Company.

(c) MEETINGS AND ATTENDANCE DURING THE YEAR

During the financial year 2023-24, four (04) Meetings of the Committee were held viz.:

22/05/2023 09/08/2023 04/11/2023 06/02/2024

 

DETAILS OF ATTENDANCE:

Name No. of Meetings attended
Shri Prabhat Singh 03
Shri N N Misra 04
Smt. Vatsala Vasudeva, IAS 04

(F) PERSONNEL COMMITTEE:

a) COMPOSITION

As on March 31, 2024, the Personnel Committee comprised three (03) Directors viz.:

Name

Designation
Shri N N Misra Independent Director, Chairman of the Committee
Dr. Mamata Biswal Independent Director
Smt. Vatsala Vasudeva, IAS Managing Director

b) TERMS OF REFERENCE

1. Recruitment, promotion and salary fixation / revision pertaining to present and future Personnel of the Company;

2. To review and recommend to the Board of Directors, revision in the Powers delegated to the Managing Director, from time to time;

3. To review and recommend to the Board of Directors about change in the Organization structure including creation / deletion / revision of position / grades;

4. To review the various Human Resources Policies of the Company and recommend / suggest changes, if any, thereof to the Board, for its approval;

5. To convene and hold Meetings as and when required to consider and approve various Agenda Items;

6. To keep the Board of Directors informed about the decisions of the Committee by circulating the approved Minutes of Meetings of the Committee;

7. The quorum of the Committee shall be minimum of 03 (three) Members, present in person. c) MEETINGS AND ATTENDANCE

During 2023-24, three (03) Meeting of the Committee were held viz.:

22/05/2023 28/06/2023 04/11/2023

 

DETAILS OF ATTENDANCE:

Name

No. of Meetings attended
Shri N N Misra 03
Dr. Mamata Biswal 03
Smt. Vatsala Vasudeva, IAS 03

All the recommendations made by various Committees of Directors from time to time have been accepted by the Board and there was no instance of non-acceptance of any recommendation during the year.

SENIOR MANAGEMENT:

Pursuant to provision of SEBI Listing Regulation, 2015 and as amendment, following are the Senior Management of the Company during the FY 2023-24:

Sr. No.

Name Designation
1. Shri N K Singh Chief General Manager (RE)
2. CA K K Bhatt Chief General Manager (Finance) & Chief Financial Officer
3. CMA K R Mishra General Manager (IT)
4. Shri P C Goyal General Manager (Mines)
5. CS S M Patel Company Secretary & Compliance Officer

REMUNERATION POLICY

The Company has formulated a Remuneration Policy for its Directors and the same is available on its website at www.gipcl.com The criterion for making payments to Non-Executive Directors of the Company is posted on the Companys website at www.gipcl.com

DETAILS OF REMUNERATION PAID TO DIRECTORS: EXECUTIVE DIRECTOR:

Following remuneration was paid during the FY 2023-24 to Smt. Vatsala Vasudeva, IAS, Managing Director of the Company:

Particulars of remuneration paid to Smt. Vatsala Vasudeva, IAS

Amount (Rs. in lakhs)
Salary 40.65
Value of perquisites 05.00

Total

45.65

 

NON-EXECUTIVE DIRECTORS:

Name

Sitting Fees (in )

Board Committee Total
Meetings Meetings
Shri A K Rakesh, IAS* 110000 0 110000
Shri Jai Prakash Shivahare, IAS* 37500 0 37500
Shri Swaroop P., IAS* 62500 0 62500
Smt. Manisha Chandra, IAS* 20000 0 20000
Shri K M Bhimajiyani, IAS* 17500 0 17500
Shri Chirag Kritikumar Mehta 17500 0 17500
Shri N N Misra 110000 210000 320000
Shri Prabhat Singh 92500 130000 222500
Shri Nitin Chandrashanker Shukla 110000 80000 190000
Dr. Ravindra Harshadrai Dholakia 100000 80000 180000
Dr. Mamata Biswal 110000 165000 275000
Prof. Vishal Gupta 35000 0 35000

Total

822500 682500 1505000

Details of fixed component and performance linked incentives, along with the performance criteria Service Contracts, notice period, severance fees, Stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable *Fees Deposited in Govt. Treasury.

None of the Directors had business relationship with the Company or have relationship with Other Directors.

5. DISCLOSURES:

Pursuant to Regulation 23(4) of the SEBI (LODR) Regulation Amendments, 2021, the Company has taken prior approval from its members of the Company through Postal Ballot dated 14/03/2024 for the approval of Material Related Party Transactions with Promoters i.e. GUVNL, GACL and GSFC, however, no transactions are in conflict with the Companys overall interest and also said transactions are in ordinary course of business and at arms length basis. Transactions with related parties, including with promoters / promoter group which hold 10% or more shareholding are set out in the Note No. 47 of the Standalone Financial Statements, forming part of this Annual Report a) The ‘Policy on Related Party Transactions (RPT) and ‘Policy Statement on Material Subsidiary is accessible on the Companys website www.gipcl.com. https://www.gipcl.com/writereaddata/Portal/Images/Policy.pdf Senior Executives of the Company have to disclose on Annual basis to the Board of Directors about any material and commercial transaction, where they have personal interest that may have a potential conflict with the interest of the Company at large. No such transaction has taken place during the Financial Year 2023-24. b) The Company has complied with the requirements of regulatory authorities on capital markets viz. SEBI, Stock Exchanges, MCA and no penalties or strictures have been imposed against the Company during the last three year. c) All the mandatory requirements under Listing Regulations, including compliances with Corporate Governance requirements specified in the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, have been complied with during the Financial Year 2023-24. d) The Company has a Whistle Blower Policy and Vigil Mechanism in place and the same is accessible on its website https:/ /www.gipcl.com/writereaddata/Portal/images/pdf/6_Vigil_Mechanism_whistle_Blower_Policy_10022017.pdf. No person has been denied access to the Audit Committee during the year under review. e) In respect of adoption of other non-mandatory requirements as specified in Part E of Schedule II of the SEBI (LODR) Regulations, 2015, the Company will review its implementation at appropriate time. f) Disclosure pursuant to Schedule V of the SEBI Listing Regulations in respect of unclaimed shares in demat mode lying in a separate Demat suspense account:

Particulars

Shareholders Outstanding Shares
(Nos.) (Nos.)
Aggregate number of shareholders and the outstanding shares in the
suspense account lying at the beginning of the year 10 1208
Number of shareholders who approached the Company for transfer
of shares from suspense account during the year 0 0
Number of shareholders to whom shares were transferred from suspense
account during the year 0 0
Number of shareholders whose shares were transferred to the Investor
Education and Protection Fund 0 0
Aggregate number of shareholders and the outstanding shares in the
suspense account lying at the end of the year 10 1208

This is to further state that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares. g) No funds were raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A); h) Details of Fees paid to Statutory Auditors during FY 2023-24:

Particulars of Fees (Excluding of Tax)

Amount (Rs. in lakhs)
1 Audit Fees 10.80
2 Taxation Services 2.15
3 Other services 0.19

Total

13.14

i) No complaints were received or were pending as on 31st March, 2024 in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. j) The Company has not lent or advanced any ‘Loans and Advances in the nature of Loans to firm / Companies in which directors are interested. k) The policy for determining ‘Material Subsidiaries and ‘Policy on dealing with Related Party Transactions (RPTs) are available on the Companys website at: http://www.gipcl.com/corporate-policies.aspx During the year, the Company does not have any Material Subsidiary.

l) The Company had complied compliance with Corporate Governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 shall be made in the section on corporate governance of the Annual Report.

QUARTERLY COMPLIANCE REPORT:

The Company has submitted Corporate Governance Compliance Report in the prescribed format within prescribed time limit for each Quarter of FY 2023-24 to the Stock Exchanges where the equity shares of the Company are listed viz. BSE and NSE as follows:

Quarter ended on

Submitted to BSE on Submitted to NSE on
30/06/2023 13/07/2023 13/07/2023
30/09/2023 06/10/2023 06/10/2023
31/12/2023 06/01/2024 06/01/2024
31/03/2024 11/04/2024 11/04/2024

CODE OF CONDUCT:

The Board of Directors of the Company has adopted a ‘Code of Conduct including duties of Independent Directors for its members and senior executives of the Company. The said Code of Conduct has been placed on the website of the Company accessible on its website chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://www.gipcl.com/webfiles/ resources/03312022023136Code-of-Conduct.pdf

Directors and senior executives have affirmed compliance with the ‘Code of Conduct during the financial year 2023-24. A declaration by Managing Director to this effect is attached to and forms part of this Report.

INSIDER TRADING:

The Company has in place ‘Code for Prevention of Insider Trading on the lines prescribed by the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended. It is applicable to all Directors and designated employees of the Company.

Trading Window would remain closed for them during the period when price sensitive information is unpublished. The Trading Window closure period shall commence from the end of the respective quarter up to 48 hours from the date of the publication of financial results.

The Company Secretary has been designated as Compliance Officer for the purpose.

RISK MANAGEMENT:

Pursuant to Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations (Second Amendment), 2021, the Company is required to frame Risk Management Policy, which is now applicable to Top-1000 Listed Entity, determined on the basis of market capitalization, as at the end of the immediate previous financial year, effective from 05th May, 2021.

The Company has constituted an Internal Risk Management Committee consisting of Sr. Officials of the Company which has well laid down system and procedure of regular monitoring of various kinds of risks that are inherent to the nature of its business and operations. The Internal Risk Management Committee submits its Report to the Risk Management Committee of Directors and regular reporting on quarterly basis is done to the Board of Directors on Risk assessment and steps taken to mitigate / minimize the same.

ACCOUNTING TREATMENT RELATED DISCLOSURE:

The Company has followed uniform accounting practices and has adhered to all the applicable Accounting Standards under the Companies Act, 2013 in the preparation of its Annual Financial Statements.

CREDIT RATING:

M/s. CARE Ratings Limited has awarded/reaffirmed i) "CARE AA-; Stable" rating in respect of Long-term Bank facilities of

3,387.83 crores, ii) "CARE AA-; Stable / CARE A1+" rating in respect of Long Term / Short Term Bank Facilities of 627.88 crores and iii) "CARE A1+" rating in respect of Short-Term Bank Facilities of 860.00 crores during FY 2023-24.

CEO AND CFO CERTIFICATION:

Pursuant to the requirements of Listing Regulations, Chief Executive Officer (CEO) / Managing Director (MD) and Chief Financial Officer (CFO) have issued Certificate which is annexed to and forms part of this Report.

CERTIFICATION BY PRACTICING COMPANY SECRETARY:

Certificate from M/s. Devesh Pathak & Associates, Practicing Company Secretary, Vadodara has been obtained confirming that none of the Directors on the Board of Directors of the Company have been debarred or are disqualified from being appointed or continuing as a Director.

The certificate dated 12/08/2024 issued by the TNT & Associates, Practicing Company Secretary, on compliance with Corporate Governance requirements by the Company is annexed to this Report.

6. MEANS OF COMMUNICATION:

Apart from furnishing the copies of the Unaudited Quarterly & Half Yearly Results and Audited Annual Results to all the Stock Exchanges where the shares of the Company are listed, the Company publishes the results in one English Newspaper and one vernacular language newspaper. The Financial Results and Shareholding Pattern of the Company are posted on the BSE Listing Centre and NEAPS portals regularly.

Unaudited / Audited Financial Results, Pattern of Shareholding, details of Directors, latest full Annual Report and other statutory information pertaining to the Company are also available on the Companys website. The Company also sends the Annual Report to shareholders at the address registered with the Company/Depositories. As a part of green governance, the Company has started sending the Annual Report and other correspondence by e-mail to those shareholders who have furnished e-mail address to their Depository Participants (DPs) or to the Company.

Financial Results of the Company were published as follows:

Period FY 2023-24

Date of Approval by Board Date of publication Newspapers
Q1 UFR* 10/08/2023 12/08/2023
Q2 UFR* 06/11/2023 08/11/2023 Business Standard (All India editions)
Q3 UFR* 07/02/2024 09/02/2024 Loksatta-Vadodara (Gujarat edition)
Full year AFR** 18/05/2024 20/05/2024

* UFR - Unaudited Financial Results ** AFR- Audited Financial Results

Corporate Announcements, if any released during the year, which are materially significant in nature, are also displayed on the Companys website www.gipcl.com immediately on release of the same.

The company has started practice of Institutional Investors / Analysts Meet through Conference Calls half yearly, after publication of results and the transcript of the same has been submitted to the Stock Exchanges and the same has also been uploaded on the website of the Company at www.gipcl.com.

SUBSIDIARY COMPANY:

The Company has no Subsidiary Company as on 31st March, 2024.

7. GENERAL INFORMATION FOR SHAREHOLDERS:

Financial Year of the Company

1st April to 31st March

Power Plant Locations

145 MW Station I 165 MW Station II P. O. : Ranoli - 391 350 346, District Vadodara.
500 MW Surat Lignite Power Plant At & P.O.: Village Nani Naroli, Taluka: Mangrol,
5 MW PV based Solar Power Plant District: Surat – 394 110.
1 MW Distributed Solar Power Plants each 1. Village: Amrol, District: Anand – 388 510.
2. Village: Vastan, Taluka: Mangrol, District: Surat - 394 110.
15 MW Wind Power Project Village: Kotadapitha, Ta.: Babra, Dist.: Amreli.
26 MW Wind Power Project Village: Rojmal, Ta.: Botad, Dist.: Rakjot.
50.4 MW Wind Power Project Village: Kuchhdi, Ta.: & Dist.: Porbandar.
21 MW Wind Power Project Village: Nakhatrana, Ta.: & Dist.: Kutch.
80 MW Solar Power Project Village Charanka, Ta.: & Dist.: Patan.
75 MW Solar Power Project Village Charanka, Ta.: & Dist.: Patan.
100 MW Solar Power Project Village Raghanesda, Ta.: Vav & Dist.: Banaskantha
Listing on Stock Exchanges with Scrip Code / Symbol and 1. BSE Ltd. (BSE) Scrip Code : 517300
confirmation of Listing Fees paid for FY 2023-24. Sir Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai – 400 001.
2. National Stock Exchange of India Ltd. (NSE)
Scrip Symbol : GIPCL- EQ
Exchange Plaza, 5th floor, Plot no. C/1, G Block,
Bandra Kurla Complex, Bandra (E),
Mumbai – 400 051.
Listing Fees for FY 2024-25 has been electronically paid to
NSE on 12/04/2024 and to BSE on 22/04/2024.
Books Closure Dates From Saturday, the 14th September, 2024 to Friday, the
20th September, 2024. (both days inclusive).
Day, Date, Time and Venue of 39th Annual General The 39th AGM of the Company will be held on Friday, the
Meeting (AGM) through Video Conferencing (VC)/Other 20th September, 2024 at 03:30 p.m. [Through
Audio Visual Means (OAVM) Video Conference (VC) / Other Audio-Visual Means (OAVM)].
Corporate Identification Number (CIN) L99999GJ1985PLC007868
ISIN No. allotted by NSDL and CDSL to Equity Shares INE162A01010
Time taken for processing of share transmission requests Within 15 days
and dispatch thereof
Time taken for processing of dematerialization requests Within 30 days
Dividend Payment date Dividend shall be paid, subject to approval of the
Shareholders, on or after Tuesday, the 24th September, 2024.
Name and Address of Compliance Officer of the Company CS Shalin Patel, Company Secretary & Compliance Officer
P.O. Ranoli - 391 350, Dist.: Vadodara.
Ph No.:0265-2232768 Fax No : 0265-2230029
E-mail: investors@gipcl.com
Name and Address of Registrars and Transfer Agents (R & T Link Intime India Pvt. Ltd.
Agents) of the Company for the communication for Geetakunj - 1 Bhakti Nagar Society, Behind ABS Tower,
securities related transactions by shareholders holding Old Padra Road, Vadodara - 390 015.
shares in physical mode. Ph. Nos.(0265) 35667868
E-mail: vadodara@linkintime.co.in
No. of Employees 490

8. DATA OF SHARE PRICE ON BSE AND NSE:

Monthly High and Low market price of the Companys Equity shares traded on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) during April, 2023 to March, 2024 are:

Month

BSE NSE
High Low High Low
APRIL, 2023 96.50 72.85 96.50 72.80
MAY, 2023 101.95 89.80 102.00 89.90
JUNE, 2023 103.00 92.30 103.00 92.30
JULY, 2023 118.10 99.05 118.20 99.65
AUGUST, 2023 123.80 110.10 123.85 110.05
SEPTEMBER, 2023 148.80 120.80 148.90 119.50
OCTOBER, 2023 178.35 136.70 178.40 136.75
NOVEMBER, 2023 163.60 141.50 163.65 141.30
DECEMBER, 2023 187.30 156.40 187.40 156.30
JANUARY, 2024 237.20 170.00 237.50 169.85
FEBRUARY, 2024 228.55 181.10 228.90 180.85
MARCH, 2024 194.50 151.75 194.60 151.40

PERFORMANCE IN COMPARISON TO BROAD BASED INDICES

Graphical presentations of Monthly High / Low Share prices on BSE and NSE and Monthly High / Low movement of BSE Sensex and NSE- Nifty during the period from April, 2023 to March, 2024:

SHARE TRANSACTIONS RELATED SYSTEM:

As mandated by SEBI, the Equity Shares of the Company can only be issued in dematerialized form while processing service requests for issue of duplicate securities certificate, claim from Unclaimed Suspense Account, Transmission and transposition, etc. A communication to this effect was sent to the shareholders.

To ensure expeditious and timely approval and registration of securities related each transaction up to 1000 Equity Shares, powers have been delegated to a Sub-Committee of Senior Officials of the Company under the Chairpersonship of Managing Director. Requests of more than 1000 shares and issue of duplicate share certificates are considered and ratified / approved by Stakeholders Relationship Committee of Directors. Confirmation Letters are normally returned within a period of thirty (30) days from the date of receipt of the same, provided all the required documents and attachments are in order.

PATTERN OF SHAREHOLDING AS ON 31/03/2024:

Category

No. of Shares held (%) to Share Capital
Promoters 83836161 55.43
Central/State Govt. Bodies Corporate 14008175 09.26
Institutional Investors 8938732 05.91
Foreign Institutional Investors/ NRI 10654985 07.04
Indian Public 33216436 21.96
NBFC registered with RBI 12090 00.01
IEPF 584549 00.39
Key Managerial Personnel 10 00.00

GRAND TOTAL

151251188 100.00

DISTRIBUTION OF SHAREHOLDING AS ON 31/03/2024:

Category (No. of Shares)

No. of Shareholders % of Total No. of Shareholders No. of Shares % of Total No. of Shareholders

From To

Up to 5000 Shares 91542 90.6527 10329198 6.8292
5001 – 10000 5076 5.0267 4071364 2.6918
10001 – 20000 2178 2.1568 3326360 2.1992
20001 – 30000 726 0.7189 1873371 1.2386
30001 – 40000 318 0.3149 1140950 0.7543
40001 – 50000 337 0.3337 1616265 1.0686
50001 – 100000 413 0.4090 3057610 2.0215
100001 and above 391 0.3872 125836070 83.1967

TOTAL

100981 100.0000 151251188 100.00

SUMMARY OF SHAREHOLDERS & SHARES HELD IN PHYSICAL & DEMAT MODE AS ON 31/03/2024:

Particulars

Physical Demat NSDL Demat CDSL Total
Total Shareholders (Nos.) 5813 37257 58541 100981
Percentage to Total Shareholders (%) 5.13 36.90 57.97 100.00
Total shares (Nos.) 643388 130084945 20522855 151251188
Percentage to Total Share Capital (%) 0.43 86.01 13.57 100.00

COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES:

The Company has not carried out any commodity price risk or foreign exchange risk and hedging activi ties during the financial year 2023-24

The Securities of the Company were not suspended from trading on any Stock Exchange during the period under review.

The Companys equity shares are available for trading on BSE & NSE through the depository system of NSDL and CDSL. The Company has not issued any GDRs / ADRs / Warrants or any convertible instruments during the Financial Year 2023-24.

ADDRESS FOR CORRESPONDENCE:

Shareholders holding shares in physical mode are requested to direct all Equity Shares related correspondence/queries to the Compliance Officer at the registered office of the Company at P.O. Ranoli, Dist.- Vadodara -391350, Gujarat on Tel. (0265) 2232768, E-mail: investors@gipcl.com or Registrar & Share Transfer Agent of the Company i.e. Link Intime India Private Limited at Geetakunj 1 , Bhakti Nagar Society, Behind ABS Tower, Old Padra Road, Vadodara - 390015, Tel. (0265) 3566768 E-mail : vadodara@linkintime.co.in.

Shareholders holding shares in electronic mode (dematerialized) should address all shares related correspondence to their respective Depository Participants only.

DISCLOSURES OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES:

Pursuant to provisions of clause 5A of paragraph A of Part A of Schedule III of SEBI (LODR), Regulations, 2015, the Company has not entered into any agreement or contract during the FY 2023-24.

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