power & instrumentation gujarat ltd share price Directors report


Dear Members,

Your Directors have pleasure in presenting 39thAnnual report on the affairs of the Company together with the Audited Financial Statements for the year ended on March 31, 2023.

FINANCIAL HIGHLIGHTS:

The financial performance of the Company is summarized below;

STANDALONE

(Rs. In Lacs)

Particulars

For the year ended March 31,2023 For the year ended March 31,2022

Gross Total Income (Including other Income)

9528 9175
Total Income 9528 9175
Profit / (Loss) before 856 730
Depreciation, finance cost

, exceptional items & tax expense

Less : Depreciation/ 29 40
Amortization/ Impairment
Less: Interest 335 274
Profit / (Loss) Before Tax 492 416
Less : Current Tax 132 131
Less: MAT Credit 0 0
Add: Deferred Tax -1 -3
Net Profit / (Loss) After Tax 361 288

Other Comprehensive Income after Tax

-5 -5

Total Comprehensive Income for the year

356 283

Note: Previous years figures have been regrouped/ reclassified wherever necessary to correspond with the current years classification / disclosure.

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, forms part of the Annual Report and Accounts.

CONSOLIDATED

(Rs. In Lacs)

Particulars

For the year ended March 31,2023 For the year ended March 31,2022

Gross Total Income (Including other Income)

9528 9175
Total Income 9528 9175
Profit / (Loss) before 856 730

Depreciation, finance cost, exceptional items & tax expense

Less : Depreciation/ 29 40
Amortization/ Impairment
Less: Interest 335 274
Profit / (Loss) Before Tax 492 416
Less : Current Tax 132 131
Less: MAT Credit 0 0
Add: Deferred Tax -1 -3
Net Profit / (Loss) After Tax 361 288

Net profit/(Loss) of PIGL-GEPL (JV)

3 2
Total Net profit/(Loss) After Tax 364 290

Other Comprehensive Income after Tax

-5 -5

Total Comprehensive Income for the year

359 285

STATE OF COMPANY AFFAIRS:

During the year 2022-23, the Gross total income of the Company on standalone basis was higher than previous year by 352.66 Lacs representing a increase of 3.84%. There is notable increase in profit after tax for financial year 2022-23 in comparison to that of previous year. Your directors are confident about better future business operations of the company

DIVIDEND:

Your Directors are pleased to recommend a Final Dividend of Rs.0.20 (Rupee Twenty Paisa) per equity share of face value of Rs.10/- each for the financial year ended on 31st March, 2023 which shall be paid out of the profits of the company for financial year 2022-23 subject to approval of members at the ensuing 39th Annual General Meeting.

The Final Dividend, subject to approval of Members at the Annual General Meeting on 29th September, 2023, will be paid to the Members whose names appear in the Register of Members, as on the date of Book Closure/Record Date of the Company for the purpose of 39th AGM and Payment of Final Dividend.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

TRANSFER TO RESERVES:

There is no amount proposed to be transferred to the Reserves.

CHANGE OF REGISTERED OFFICE:

During the year under review, there was no change in the Registered office address of the Company.

CHANGE IN THE NATURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

PUBLIC DEPOSITS:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the FY 2022-23 or the previous financial years. Your Company did not accept any deposit during the year under review.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year, the company has only one joint venture namely PIGL GEPLJV having its office at F-202 & G-101, S G Business Hub, Nr. Gota Flyover, S G Highway, Gota, Ahmedabad- 382470. The Company has 50% share in profits of PIGL GEPL JV. The Company does not have any Subsidiary, and associate company.

A statement containing the salient features of financial statement of our joint venture in the prescribed format AOC-1 is appended to the financial statements of the Company.

SHARE CAPITAL:

Authorised Share Capital:

The Authorized share capital of the Company is

Rs.13,00,00,000 (Rupees Thirteen Crore only) divided into 1,30,00,000 equity shares of Rs.10/- each.

Issued, Subscribed and Paid up Capital:

The Issued, Subscribed and paid Up Capital of the Company is Rs.126339000/- divided into 1,26,33,900 equity shares of Rs.10/- each.

During the year under review, the Company has allotted 40,50,000 Equity Shares of face value of 10/- each pursuant to conversion of warrants. Accordingly, paid up share capital of your Company stands increased from 8,58,39,000 divided into 85,83,900 Equity Shares of Rs.10/- each to Rs.126339000/- divided into 1,26,33,900 equity shares of Rs.10/- each.

SCHEME OF CAPITAL REDUCTION

The board of directors has approved the draft Scheme of capital reduction of Power and Instrumentation (Gujarat) Limited (under section 66 read with section 52 and other applicable provisions of the Companies Act, 2013) vide their meeting held on 21st July, 2022 subject to necessary approval. Further, the Company has filled the application alongwith necessary documents with National Stock

Exchanges (NSE EMERGE) under regulation 37 of SEBI,

LODR (Listing obligations and Disclosure Requirement), Regulation 2015 for their Observation Letter. However, NSE/ SEBI has rejected the said scheme . The Company has thus not proceeded with the said scheme.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent

a) Composition of Board and Key Managerial Personnel

Directors. As on the date of this report, the Board comprises of 6(Six) Directors, out of which 3 are Executive Directors, 1 is Non-executive Director and 2 are Non-Executive

Independent Directors that includes one Woman Director.

The Chairman of the Board is a non-executive Director.

The Board of Directors duly met 32 (Thirty Two) times on 30/04/2022, 06/05/2022, 24/05/2022,30/05/2022, 09/06/2022, 15/06/2022, 21/07/2022, 26/07/2022,05/08/2022, 05/09/2022, 21/09/2022, 26/09/2 022,30/09/2022,11/10/2022, 03/11/2022, 05/11/2022, 21/11/2022, 24/11/2022,28/11/2022, 03/12/2022,05/12/2022, 23/12/2022, 29/12/2022, 11/01/2023, 12/01/2023, 18/01/2023,24/01/2023,27/01/20 23 ,03/02/2023, 16/02/2023 , 18/02/2023 and 01/03/2023 during the year. The Composition, category and attendance of each Director at the Board and Annual General Meeting of each Director in various companies is as follows: -

Name of Directors

Designation Category No. of Board Meeting held during the year No. of Board Meeting attended during the year Attendance at AGM

Padmaraj Padmnabhan Pillai

Executive Managing Director Promoter 32 32 Yes

Padmavati Padmanabhan Pillai

Executive Director Promoter 32 32 Yes

Kavita Pillai

Executive Director Promoter Group 32 32 Yes

Sumeet Dileep Agnihotri

Chairman and Non Executive Director Non-promoter 32 32 Yes

Rucha Balmukund Daga

Independent Director Non-promoter 32 32 Yes

Manav Rastogi

Independent Director Non-promoter 32 32 Yes

b) Inductions and Cessation during the year:

There were following inductions and Cessations made by the board of directors during the year under review:

• Mr. Manav Rastogi and Mrs. Rucha Balmukund Daga were re-appointed as Independent Directors of the company for second term of 5 (five) consecutive years w.e.f 18th Novermber, 2022.

• Mr. Sriram Nair has resigned from the office of the director of the company w.e.f 03/02/2023 however during the year under review the category of Mr.

Sriram Nair was also altered from executive to non-executive.

• Mrs. Parul Mehta has resigned from the office of company secretary and compliance officer of the company w.e.f 03/02/2023 and to fill the casual vacancy in the office Mrs. Shefali Kabra was appointed as company secretary and compliance officer of the company w.e.f 03/02/2023.

c) Retirement by rotation:

Pursuant to the Provisions of Section 152 read with Section 149(13) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Padmaraj Padmnabhan Pillai (DIN : 00647590) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment. The Board on the recommendation of the Nomination and Remuneration Committee recommends his re-appointment. As required under the SEBI Listing Regulations, 2015, particulars of Director seeking reappointment at the ensuing Annual General Meeting has been given in the notice of the 39th Annual General Meeting.

d) Declaration of Independence

Mr. Manav Rastogi and Mrs. Rucha Daga are Independent Directors of the Company during the financial year ended on March 31, 2023. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the

Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force.

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

e) Performance Evaluation

Pursuant to the Provisions of the Companies Act, 2013and Regulation 17 of SEBI Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting on 03/02/2023 without the presence of any non-independent directors and management and considered and evaluated the Boards performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

f) Key Managerial Personnel

As on the date of this report, the following are the key Managerial Personnel of the company:

Mr. Padmaraj Padmnabhan Pillai- Managing Director Mr. Rohit Maheshwari- Chief Financial Officer Mrs. Shefali Kabra- Company Secretary g) Board Committees

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors has (1) Audit Committee (2) Nomination and Remuneration Committee and (3) Stakeholders Relationship Committee.

A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc. are as under:

1. Audit Committee

The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015 and Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time.

It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015.

The terms ofreference of the Audit Committee are broadly as under:

• Oversight of the Companys Financial Reporting Process and the disclosure of its Financial Information to ensure that the Financial Statement is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

• Examination and reviewing, with the Management, the Annual Financial Statements and Auditors Report thereon before submission to the Board for approval, with particular reference to:

i. Matters required to be included in the Directors Responsibility Statement to be included in the

Boards report in terms of Section 134 (3)(c) of the Act; ii. Changes, if any, in the Accounting Policies and Practices and reasons for the same; iii. Major accounting entries involving estimates based on the exercise of judgment by

Management; iv. Significant adjustments made in the Financial Statements arising out of audit findings; v. Compliance with listing and other legal requirements relating to Financial Statements; vi. Disclosure of any Related Party Transactions; vii. Qualifications in the draft Audit Report;

• Reviewing with the Management, the quarterly Financial Statements before submission to the Board for approval;

• Review and monitor the Auditors independence and performance and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the Company with Related Parties;

• Scrutiny of Inter - Corporate Loans and Investments;

• Evaluations of Internal Financial Controls and Risk Management Systems;

• Reviewing with the Management, performance of Statutory and Internal Auditor and adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function and discussion with Internal Auditors of any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

2. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

To review the functioning of the Whistle Blower Mechanism;

Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

Oversight of the Listed entitys financial reporting process and the disclosure of its financial information to ensure that the Financial Statement is correct, sufficient and credible.

The constitution of the Committee as on date of this report is as under:

Name Category & Position

Number of meetings held Number of meetings attended

Mr. Manav Rastogi Non-Executive Independent Director

5 5

Chairman

Mr. Sumeet Dileep Agnihotri Non-Executive Director

5 5

Member

Ms. Rucha Balmukund Daga Non-Executive Independent Director

5 5

Member

Two third of the members are Independent Directors and all the members are financially literate. The composition, role, functions and powers of the Audit Committee are in line with the requirements of applicable laws and regulations. The Audit Committee shall oversee financial reporting process and disclosures, review financial statements, internal audit reports, related party transactions, financial and risk management policies, auditors qualifications, compliance with Accounting Standards etc. and oversee compliance with Stock

Exchanges and legal requirements concerning financial statements and fixation of audit fee as well as payment for other services etc.

Five (5) Audit Committee meetings were held during the year 2022-23 at the Registered Office of the Company on 30-04-2022, 30-05-2022, 21-07-2022,14-11-2022 and 03-02-2023.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with SEBI (LODR) Regulations 2015 and Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The Company Secretary acts as the Secretary to the committee.

The broad terms of reference of Nomination and Remuneration Committee includes

• Determination and recommendation of criteria for appointment of Executive, Non-Executive and

Independent Directors to the Board;

• Review and approval of compensation / remuneration payable to Senior Management Personnel, Relatives of Directors, Executive and Non-Executive Directors etc. and recommend to the Board for their approval;

• Succession planning for Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment of Directors / Independent Directors based on laid down criteria;

• Examination and evaluation of performance of the

Board of Directors and Senior Management Personnel including Key Managerial Personnel based on criteria approved by the Board;

The constitution of the comittee is as under:

Name Category & Position

Number of meetings held Number of meetings attended

Mr. Sumeet Dileep Agnihotri Non-Executive Director

3 3

Chairman

Mr. Manav Rastogi Non-Executive Independent Director

3 3

Member

Ms. Rucha Balmukund Daga Non-Executive Independent Director

3 3

Member

The Board has in accordance with the provisions of subsection (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is available on the website of the Company.

Three (3) meetings was held during the year 2022-23 on 05-09-2022, 18-11-2022 and 03-02-2023.

O Remuneration of Directors:

The appointment and remuneration of all the Executive

Directors of the Company is governed by the recommendation of the Nomination and Remuneration Committee, Resolutions passed by the Board of Directors and Shareholders of the Company. The remuneration package of all the Executive Directors comprises of salary, perquisites and allowances, and contributions to

Directors

Designation Salary, Allowances & Perquisites Shareholding as on March 31, 2023
(in No.s)

Padmaraj Padmnabhan Pillai

Managing Director 54 Lacs 32,59,800

Padmavati Padmanabhan Pillai

Executive Director 14.40 lacs 11,00,000

Kavita Pillai

Executive Director 16.02 Lacs 11,65,000

Sriram Nair*

Non-executive director 15.00 lacs 8,90,500

Sumeet Dileep Agnihotri

Non Executive director Nil 50,000

Manav Rastogi

Non Executive director- Independent Director Nil 0

Provident and other Retirement Benefit Funds as approved by the shareholders at the General Meetings.

Independent Directors receive remuneration by way of sitting fees for attending each meeting of Board and Boards Committees and commission as recommended by the Nomination and Remuneration Committee and approved by the Board and shareholders as provided under the Act and rules made thereunder or any other enactment for the time being in force.

The Company believes that sound succession plans for the senior leadership are very important for creating a robust future for theCompany. The Nomination and Remuneration Committee work along with the Board for a structured leadership succession plan.

Details of the remuneration for Executive and Non-executive Directors for the year ended March 31, 2023 are as under:

Directors

Designation Salary, Allowances & Perquisites Shareholding as on March 31, 2023
(in No.s)

Rucha Balmukund Daga

Non Executive director- Independent Director Nil 0

*ceased as director of the company w.e.f. 03/02/2023

3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company has constituted a Stakeholders Relationship Committee ("SRC") pursuant to the provisions of Section 178 of the Companies Act,

2013and Regulation 20 of the Securities and Exchange

Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Stakeholders Relationship Committee is responsible for the satisfactory redressal of investor complaints and recommends measures for overall improvement in the quality of investor services.

The Stakeholders Relationship Committee looks into various issues relating to shareholders/investors including:

• Transfer and transmission of shares held by shareholders in physical format;

• Shareholders Compliant viz non-receipt of dividend, annual report, shares after transfer, delays in transfer of shares etc.;

• Status of dematerialization/rematerialization of shares;

• Issue of duplicate share certificates;

• Monitor and Track redressal of Investor complaints;

• Oversee the performance of the Companys Registrar and Transfer Agents;

• Suggest measures for improvement upgrade the standard of services to investorsfrom time to time;

• Carry out any other function as is referred by the board from time to time or enforced by any statutory modification/ amendment or modification as may be applicable;

Name Category & Position

Number of meetings held Number of meetings attended

Mr. Manav Rastogi Non-Executive Independent Director

4 4

Chairman

Mr. Sumeet Dileep Agnihotri Non-Executive Director

4 4

Member

Ms. Rucha Balmukund Daga Non-Executive Independent Director

4 4

Member

Four(4) meeting was held during the year 2022-23 at the Registered Office of the Company on 21/04/2022, 03/09/2022, 16/11/2022 and 12/01/2023.

Your Companys shares are compulsorily traded in the de-materialized form. Based on the delegated powers of the Board, Directors/officers / RTA approves the application / request for transfers / transmission / demat / remat of shares, deletion of name, duplicate sharecertificate etc. on a regular basis and the same is reported at the next meeting of the Committee, normally held every quarter.

The Committee comprises of 3 Directors, out of which 2 are Independent Directors. Shefali Kabra, Company Secretary of the Company acted as a Secretary of the Committee. The Composition of the Stakeholders Relationship Committee and details of meetings attended by the Directors during the year 2022-23 are given as below:

NUMBER OF REQUESTS/COMPLAINTS

During the year, the Company didnt receive any complaints.

The details of the Complaints received by the company and its RTA are as follows.

Particulars

Opening Balance Received Resolved Pending

SEBI

0 0 0 0

Stock

- - - -

Exchange

Dividend

- - - -

Related

Transmission/

- - - -

Transfer

Demat/Remat

- - - -

COMPANY SECRETARY AND COMPLIANCE OFFICER:

Ms. Parul Mehta, Company secretary and compliance officer of the company ceased on 03/02/2023, the Board appointed Mrs. Shefali Kabra as Whole Time Company Secretary and Compliance Officer of the company w.e.f.03RD FEBRUARY, 2023.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, Your Directors confirm that they have:

(i) followed applicable accounting standards, along with proper explanation relating to material departures in the preparation of the annual accounts for the financial year ended on March 31, 2023;

(ii) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) taken proper and sufficient care for the 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;

(iv) prepared the annual accounts for the financial year ended on March 31, 2023 on a going concern basis;

(v) had devised proper systems to ensure compliance with the Provisions of all applicable laws and such systems were adequate and operating effectively; and

(vi) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

AUDITORS:

The matters related to Auditors and their Reports are as under:

a) Statutory Auditors

In the 39th Annual General Meeting (AGM), M/s. M A A K & Associates (FRN: 135024W), Chartered Accountants, were appointed as Statutory Auditors of the Company for tenure of 5 years till the conclusion of the Annual General Meeting to be held in the year 2024.

The Report given by M/s. M A A K & Associates, Statutory Auditors on the financial statement of the Company for the year 2022-23 is a part of the Annual Report.

The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by members at every AGM, is not required. Hence, the resolution relating to ratification of Auditors appointment is not included in the notice of the ensuing AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company and they hold a valid certificate issued by the ICAI.

During the financial year 2022-23, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies(Audit and Auditors) Rules, 2014 (as amended from time to time).

During the year under review, the Auditors have not reported any matter under Section 143(12)of the Act and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

b) Cost Auditor

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not made and maintained,

c) Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed Mr. Harshit Shah & Associates, , as an Internal Auditor of the Company.

d) Secretarial Auditor

Pursuant to the Provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s. G R SHAH &

Qualification

Explanation

The Company has complied with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 except for listing of warrants on NSE Emerge.

The Company has made allotment of 15,40,000 equity shares on 04/05/2021 at price of Rs.16.52/- per share on preferential basis to the selected group of persons to whom the offer was made. However, out of the total 15,40,000 shares allotted, the Company has received listing and trading approval of 13,50,000 equity shares only from NSE. NSE has not granted listing and trading approval of total 1,90,000 equity shares of two individual shareholders who had violated the Regulation 167(6) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 Thereafter, the board of directors has approved the draft Scheme of selective capital reduction of Power and Instrumentation (Gujarat) Limited (under section 66 read with section 52 and other applicable provisions of the Companies Act, 2013 for reduction of 1,90,000 equity shares of two individual shareholders who had violated the Regulation 167(6) of SEBI (Issue of Capital and Disclosure Requirements) Regulations,

ASSOCIATES, Firm of Practicing Company Secretaries, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report for the financial year ended March 31, 2023 in Form No. MR - 3 is attached as ‘Annexure A to this report. The said report contains certain observation and qualification which are mentioned here in under.

The said report contains observation or qualification which is mentioned as below:

Qualification

Explanation

2018 and filled anapplication to National Stock Exchanges (NSE EMERGE) under regulation 37 of SEBI, LODR (Listing obligations and Disclosure Requirement), Regulation 2015 for their Observation Letter. However, NSE/ SEBI has rejected the said scheme. The Company has thus not proceeded with the said scheme. The Company has submitted a letter dated 28/07/2023 to NSE for seeking guideline/suggestion for treatment of 1,90,000 Unlisted Equity Shares, a reply is awaited.

The Company has not complied with requirement of SDD as per Securities and Exchange Board of India (Prohibition of Insider Trading REgualtions, 2015

The Board of Directors of the Company would like to clarify that the entries were maintained into Excel Format and we strictly implemented the Password of file to maintain its non-tamperable nature. Further, the Company has installed necessary SDD software which meets the requirements provided in SEBI (Prohibition of Insider Trading) Regulations, 2015 and now, the Company maintains all entries in the software to comply with said regulations.

LISTING:

The Equity Shares of the Company were listed on SME platfrom of NSE (i.e. NSE EMERGE). However, the company passed special resolution through postal ballot dated 16th February, 2023 and migrated to Main board of NSE and BSE w.e.f. 17th May, 2023. The Company is regular in payment of listing fees to the Stock Exchange i.e. NSE and BSE.

Script Code: 543912 (BSE) Company Symbol: PIGL (NSE)

DEMATERIALIZATION OF SHARES:

As on March 31, 2023, there were 124.439 lacs Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 98.50% of the total issued, subscribed and paid-up capital of the Company.

ISIN INE557Z01018.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY: i. the steps taken or impact on conservation of energy : Nil ii. the steps taken by the company for utilizing alternate sources of energy : None iii. the capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION: i. the efforts made towards technology absorption : None ii. the benefits derived like product improvement, cost reduction, product development or import Substitution:None iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-Nil

a) The details of technology imported:None b) The year of import:N.A. c) Whether the technology been fully absorbed:N.A. d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:N.A e) The expenditure incurred on Research and

Development: Nil

C. FOREIGN EXCHANGE EARNING &OUTGO : i. Foreign Exchange Earning :Nil ii. Foreign Exchange Outgo :Nil

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of investments made covered under Section 186 of the Companies Act,2013 are provided in notes No 3 to the accompanying financial statements, presented in this Annual Report. However, the Company had not given any loan or guarantees or provided any security covered under Section 186 of the Companies Act, 2013 during the year ended on March 31, 2023.

ANNUAL RETURN:

Pursuant to the Provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration)Rules, 2014, Annual Return of the Company as at March 31, 2023 is hosted on your Companys website at grouppower.org.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

COMPLIANCE:

The Company has complied with the mandatory requirements as stipulated under the SEBI Regulations as and when applicable from time to time. The Company is regular in submitting and complying with all the mandatory and event based disclosures and quarterly report to the stock Exchange as per SEBI Regulations within the prescribed time limit.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken a "Green

Initiative in the Corporate Governance" by allowing paperless compliances by theCompanies and has issued Circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members.

As a responsible corporate citizen, the Company welcomes and supports the ‘Green Initiative undertaken by the Ministry of CorporateAffairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at theire-mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form canregister their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mailaddresses with the RTA.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Paragragh B of

Schedule V of Securities and Exchange Board of India

(Listing Obligations and Disclosures Requirements) Regulations, 2015, the detailed Managements Discussion and Analysis Report is given as an Annexure "B" to this report.

VIGIL MECHANISM/WHISTLER BLOWER POLICY:

The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations, framed a ‘Whistle Blower Policy and Vigil Mechanism. The Policy has been framed with a view to provide a mechanism, inter alia, enabling stakeholders including Directors, individual employees of the Company and their representative bodies to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievances as also to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct.

The Whistle Blower Policy was reviewed by the Board during the year under review to ensure its continued relevance and to align it with changes in applicable law and regulations. During the financial year ended March 31, 2023, no Whistle Blower complaints were received from the employees and Directors of the Company. Further, no employee or Director was denied access to the Audit Committee or its Chairman.

POLICY OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. Your Company has in place a robust policy on Prevention, Prohibition and Redressal of Sexual

Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at

Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Committee(IC) has been set up to redress complaints received regarding sexual harassment. It provides a safe haven to all women, including its regular,outsourced employees and visitors.

The composition of Internal Complaints Committee is as follows:

Sr. Name of Director No.

Designation
1. Mrs. Kavita Pillai Chairman
2. Miss Pooja N Panwar Deputy General Manager
3. D. Venupal Nair General Manager

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect toFY 2022-23 is as under:

a. Number of complaints pending at the beginning of the financial year - Nil b. Number of complaints filed during the financial year - Nil c. Number of complaints disposed of during the financial year Nil d. Number of complaints pending as on end of the financial year Nil

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has distinct and efficient Internal Control System in place. It has a clearly defined organizational structure, manuals and standard operating procedures for its business units and service entities to ensure orderly, ethical and efficient conduct of its business. The Companys internal control system ensures efficiency, reliability, completeness of accounting records and timely preparation of reliable financial and management information. It also ensures compliance of all applicable laws and Regulations,optimum utilization and safeguard of the Companys assets.

Your Company has in place adequate internal financial controls which commensurate with the size, scale and complexity of its operations. These controls have been assessed during the year under review taking into consideration the essential components of internal controls state din the Guidance note on Audit of Internal Financial Controls over financial reporting issued by the Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nonetheless, your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, Regular audits and review processes ensure that such systems are re-enforcedon an ongoing basis.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

No significant and material order was passed by regulators or courts or tribunals impacting the going concern status and companys operations in future.

PARTICULARS REGARDING EMPLOYEES:

The Company has no employees, who draws the remunerations in excess of limits specified in Rule 5(2) and

5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to the remuneration and other details asrequired under Section 197(12) of the Act and the Rules framed thereunder is enclosed as ‘Annexure C to this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions which were entered into during the financial year were on an arms length basis and in the ordinary course of business.

The details of related party transactions are annexed to this

Board Report in Form AOC-2 and marked as "Annexure - D" to this report.

STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:

Risk management is an ongoing process and your Company has established a comprehensive risk management framework with the visionto integrate risk management with its overall strategic and operational practicesin line with requirements as specified in SEBI Listing Regulations. The primary objective is to ensure sustainableand stable business growth supported by a structured approach to risk management. The risk management framework includes designing,implementing, monitoring, reviewing and constantly improving the risk management procedures for the organization.

The Company is prone to various risks such as technological risks, strategic risks, operational risks, health,safety and environmental risks, financial risks as well as compliance & control risks. These risks can have a material adverse impact on theimplementation of strategy, business performance, results, cash flows and liquidity, stakeholders value and of course on reputation.

Name of the Policy

Brief Description

Whistle Blower or Vigil Mechanism Policy

The policy is meant for directors,employees and stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct and ethics amongst others.

Policy for Related Party Transactions

The policy regulates all transactionstaking place between the Companyand its related parties in accordancewith the applicable provisions.

Policy for determination of materiality of events

This policy applies for determining and disclosing material events taking place in the Company.

Code of conduct for Director(s)and Senior Management Personnel

The Policy is aimed to formulate aCode of Conduct for the Directorsand Senior Management Personnelto establish highest standard of theirethical, moral and legal conduct inthe business affairs of the Company.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretariesof India, as amended from time to time.

VARIOUS POLCIES OF THE COMPANY:

In accordance with the provisions of the Securities and

Exchange Board of India (Listing Obligations and Disclosures

Requirements) Regulations, 2015and the Companies Act, 2013 the Company hasformulated, implemented various policies. All such Policiesare available on Companys website grouppower.org under the Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board andupdated based on need and requirements.

Name of the Policy

Brief Description

Nomination and Remuneration Policy

The policy formulates the criteria for determining qualifications/ competencies/positive attributes and independence related to the appointment, removal and remuneration of a Director(Executive / Non- Executive) and also the criteria for determining the remuneration of the Directors,Key Managerial Personnel and other employees covered under the prescribed criteria, if any.

Code of Conduct for Prohibition of Insider Trading

The Policy provides for framework for dealing with the securities of the Company in mandated manner.

CORPORATE GOVERNANCE:

Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and Para C, D and E of schedule V shall not apply to the listed entity which has listed its specified securities on the SME Exchange.

It is to be noted the Company was listed on SME (EMERGE) platform during the F.Y.2022-23 Therefore, the Corporate Governance Report is not applicable on the Company for said financial year and not provided by the Board.

However, the Company was migrated from SME (EMERGE) to main board of NSE and BSE w.e.f. w.e.f. May 17, 2023 and paid up-capital of the Company is more than Rs.10 crores, hence the Corporate governance became applicable to the Company. The company is in compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and Para C, D and E of schedule V after its become applicable. The Company has submitted Corporate Governance Report for quarter ended on June 30, 2023 to the Stock Exchanges.

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:

The provisions of section 135(1) of Companies Act 2013 related to Corporate Social Responsibility is not applicable on the company. Therefore the company has not constituted CSR committee.

Further, The Company is not required to constitute a

Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

DETAILS OF APPLICATION PENDING FILED OR PENDING AGAINST INSOLVENCY AND BANKRUPTCY CODE:

No Application against the Company has been filed or is pending under the Insolvency and Bankruptcy code, 2016; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016 during the year along with their status as at the end of the financial year is not applicable.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks/ Financial Institutions occurred during the year.

Other Disclosures / Reporting

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

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can bene cially hold shares as envisaged under section 67(3)

(c) of the Companies Act, 2013).

ENCLOSURES:

The following are the enclosures attached herewith and forms part of the Directors Report: a. Annexure A: Secretarial Auditors Report in Form No.

MR-3; b. Annexure B : Management Discussion and Analysis

Report; c. Annexure C: Details of personnel/particulars of employees; d. Annexure D: Form AOC-2 (Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto)

APPRECIATION:

The Board of Directors would like to express their sincere thanks to all the stakeholders viz. customers, members, dealers, vendors,distributors, agents, banks and other business partners for their patronage and trust reposed in Company for past several years and for their support and cooperation extended from time-to-time. The Board also places on record its sincere appreciation for the enthusiastic and hardworking employees of the Company who dedicatedly work round the year and without which it would not have been possible to achieve the all-round progress and growth of Company.

FOR AND ON BEHALF OF THE BOARD OFDIRECTORS OF, FOR, POWER AND INSTRUMENTATION (GUJARAT) LIMITED

Date: 01/09/2023
Place: Ahmedabad
Sd/- Sd/-
PADMARAJ PILLAI SUMEET AGNIHOTRI
Managing Director Chairman & Director
(DIN: 00647590) (DIN: 02026337)

FORM MR-3