Power & Instrumentation (Gujarat) Ltd Directors Report.

To,

The Members,

The Directors present the 37th Annual Report of Power and Instrumentation (Gujarat) Limited (the Company) along with the audited financial statements for the financial year ended March 31, 2021. The performance of the Company has been referred to wherever required.

FINANCIAL PERFORMANCE:

The Companys financial performance for the year ended March 31, 2021 is summarized below:

(Rs. In Lacs)
FINANCIAL PERFORMANCE Current Financial Year (2020-2021) Previous Financial Year (2019-2020)
Revenue from Operations 8543.82 8901.43
Other Income 81.40 114.53
Total Income 8625.22 9,015.97
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense 822.16 961.17
Less: Depreciation/ Amortization/ Impairment 23.58 30.53
Profit/loss before Finance Costs, Exceptional items and Tax Expense 798.58 930.64
Less: Finance Costs 333.80 410.42
Profit/loss before Exceptional items and Tax Expense 464.78 520.22
Add/(less): Exceptional items 0 101.06
Profit/loss before Tax Expense 464.78 419.15
Less: Tax Expense : 130.95 107.88
Current Tax (13.80) (2.04)
Deferred Tax 1.80 13.09
Previous Tax
Profit/loss for the year (1) 345.83 300.22
Total Comprehensive Income/ loss (2) - -
Total (1+2) 345.83 300.22

STATE OF COMPANY AFFAIRS:

During the year under review, company made total income of Rs. 8625.22 Lakh as against Rs. 9,015.97 Lakh in the previous year. The company has made profit before Depreciation and Finance Costs, Exceptional items and Tax of Rs. 822.16 Lakh as against Rs. 961.17 Lakh in the previous year in the financial statement. Your Company has made a Net profit of Rs. 345.83 Lakh as against Rs. 300.22 Lakh in the previous year in financial statement. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in future period.

DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the Company did not transfer any unclaimed dividend and shares to Investors Education and Protection Fund.

TRANSFER TO RESERVE:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company.

CHANGE IN SHARE CAPITAL:

During the year under review, the authorized share capital of the Company is increased from Rs. 10,00,00,000 (Rupee Ten Crore) divided into 1,00,00,000 (One Crore) equity shares of Rs. 10 (Rupee Ten) each to Rs. 130,000,000 (Rupee Thirteen Crore) divided into 1,30,00,000 (One Crore Thirty Lakhs) equity shares of Rs. 10 (Rupee Ten) each vide EGM Resolution passed 13th March, 2021.

There is no change in the Paid up share capital of the company during the year under review. The Paid up Share capital of the Company is Rs. 7,04,39,000 (Rupee Seven Crore Four Lakh Thirty Nine Thousand Only) divided into 70,43,900 (Seventy Lakh Forty Three Thousand Nine Hundred) equity shares of Rs. 10 /- (Rupee Ten) each.

However the company increased the Paid up capital from Rs. 7,04,39,000 (Rupee Seven Crore Four Lakh Thirty Nine Thousand Only) divided into 70,43,900 (Seventy Lakh Forty Three Thousand Nine Hundred) equity shares of Rs. 10 /- (Rupee Ten) each to 8,58,39,000 (Rupee Eight Crore Fifty Eight Lakh Thirty Nine Thousand Only) divided into 85,83,900 (Eighty Five Lakh Eighty Three Thousand Nine Hundred) equity shares of Rs. 10 /- (Rupee Ten) each by allotment of 15,40,000 (Fifteen Lacs Forty Thousand) equity shares of face value of Rs.10/ each at Issue Price of Rs. 16.52/- each on preferential basis, to the Non Promoters category of allottees on 4th May, 2021. The Company has allotted 40,50,000 (Forty Lacs Fifty Thousand) convertible warrants of face value of Rs. 10/- each at a Issue Price of Rs. 16.52/- each on preferential basis, convertible into 40,50,000 (Forty Lacs Fifty Thousand) Equity Shares (One Equity Share for one warrant issued) of the Company to the Promoters, Promoters Group and Non Promoters category of allottees upon receipt of minimum subscription amount as prescribed under Regulation 77 of SEBI ICDR Regulation on 4th May and 5th May, 2021.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis as required under listing regulations with detailed analysis of the financial results is annexed to the report as Annexure I and is incorporated herein by reference and forms integral part of this report.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) and subsection (5) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the followings:

i) In the preparation of the annual financial statement, for the financial year ended March 31, 2021, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii) The Directors had 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 as at March 31, 2021 and of the profit of the Company for the year ended on that date;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors had prepared the annual financial statements for the financial year ended March 31, 2021 on a going concern basis;

v) The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE:

As per the Regulation 15 (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicability of Corporate Governance shall not be mandatory for companies having listed on SME Platform.

PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given below:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Name Ratio to median remuneration % increase in remuneration in the financial year
Non - Executive Director
Sumeet Dileep Agnihotri Not Applicable Not Applicable
Executive Director
Padmaraj Padmanabh Pillai 1048.16 50%
Padmavati Padmanabhan Pillai 392.98 45.10%
Sriram Padmanabhan Nair 802.96 35.28%
Chief Financial Officer
Rohit Maheshwari 118.16 Not Applicable
Company Secretary
Parul Mehta 37.00 Not Applicable

2. The percentage increase in the median remuneration of employees in the financial year: NIL

3. The number of permanent employees on the rolls of Company: 38

4. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: 12%

5. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate ANNEXURE-III forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

INSURANCE:

All the assets of the company are adequately insured, and the Company has developed proper system for taking insurance on all its assets in order to mitigate the risk.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in ANNEXURE IV in Form AOC-2 and the same forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY:

As the Company does not fall under the mandatory bracket of Corporate Social Responsibility as required under Section 135 of the Companies Act, 2013, hence Company has not taken any initiative on Corporate Social Responsibility.

LISTING FEES:

The Company affirms that the annual listing fees for the year 2021-22 have been paid to National Stock Exchange (NSE).

MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

RISK MANAGEMENT COMMITTEE:

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Companys Code of Conduct or Ethics Policy. The same is uploaded on the website of the Company i.e http://grouppower.org.

BUSINESS CONDUCT POLICY:

The Company has framed "Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for antibribery and avoidance of other corruption practices by the employees of the Company. The same is also uploaded on the website of the Company i.e. http://grouppower.org.

PERFORMANCE OF EVALUATION:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations

The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

1. For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties,

• Role and functions

2. For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statement across the organisation. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditors report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended. During the year, no reportable material weakness was observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

APPOINTMENT/ RE-APPOINTMENT:

During the year under review, Mrs. Kavita Padmaraj Pillai (DIN: 07731925) was appointed as an Additional Director with effect from 30th June, 2021.

RETIREMENT BY ROTATION:

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Padmaraj Padmnabhan Pillai (DIN: 00647590) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Your Directors recommended her re-appointment on recommendation of the Nomination and Remuneration Committee.

INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given declarations under Section 149(7) of the Act that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.

KEY MANAGERIAL PERSONNEL:

As on March 31. 2021 the Key Managerial Personal are as under:

Mr. Padmaraj Padmnabhan Pillai - Managing Director
Mr. Rohit Maheshwari - Chief Financial Officer
Ms. Parul Mehta - Company Secretary

LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR:

The balances of monies accepted by the Company from Directors / relatives of Directors at the beginning of the year were 38.19 Lakh and at the close of year was Rs. 28.54 Lakh. Declaration from the directors while taking loan as per section 174 has been taken by the company.

AUDITOR:

STATUTORY AUDITOR:

In the 35th 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. They have furnished a certificate of their eligibility under Section 139(1) of the Act and the Rules framed thereunder. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018.

The Report given by M/s. M A A K & Associates, Statutory Auditors on the financial statement of the Company for the year 2020-21 is 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.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under M/s. G R Shah & Associates, Practicing Company Secretary, had been appointed to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2020-21 is annexed, which forms part of this report, as Annexure-II.

INTERNAL AUDITOR:

The Board of Directors after receiving recommendation from Audit Committee has appointed M/s Prashant Maliwal & Associates, Chartered Accountants (FRN: 146013W) as Internal Auditors of the Company. The Internal Auditor directly reporting to audit committee. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives.

DETAILS OF FRAUD REPORTING BY AUDITOR:

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

COMPOSITION OF BOARD AND VARIOUS COMMITTEES:

The composition of Board is as follows:

Sr. No. Name of Director Category Designation
1. Mr. Padmaraj Padmnabhan Pillai Executive Director Managing Director
2. Mr. Sumeet Dileep Agnihotri Non-Executive Director Non-Executive Director
3. Mrs. Padmavati Padmanabhan Pillai Executive Director Executive Director
4. Mr. Sriram Padmanabhan Nair Executive Director Executive Director
5. Ms. Rucha Balmukund Daga Independent Director Independent Director
6. Mr. Manav Rastogi Independent Director Independent Director
7. Mrs. Kavita Padmaraj Pillai Professional Executive Director

The composition of Audit committee is as follows:

Sr. No. Name of Director Designation
1. Mr. Manav Rastogi Chairman
2. Mr. Sumeet Dileep Agnihotri Member
3. Ms. Rucha Balmukund Daga Member

The composition of Nomination and Remuneration committee is as follows:

Sr No. Name of Director Designation
1. Mr. Sumeet Dileep Agnihotri Chairman
2. Ms. Rucha Balmukund Daga Member
3. Mr. Manav Rastogi Member

The composition of Stakeholder Relationship committee is as follows:

Sr No. Name of Director Designation
1. Mr. Manav Rastogi Chairman
2. Mr. Sumeet Dileep Agnihotri Member
3. Ms. Rucha Balmukund Daga Member

BOARD MEETINGS:

The Board of Directors duly met 18 times at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The dates on which meetings were held are as follows:

Name of the Directors

Number of Board Meetings attended during the year
Date of Meeting Padmaraj Padmnabhan Pillai Manav Rastogi Sumeet Dileep Agnihotri Padmavati Padmanabhan Pillai Sriram Padmanabhan Nair Rucha Balmukund Daga
01/07/2020 Yes Yes Yes Yes Yes Yes 18/18
13/07/2020 Yes Yes Yes Yes Yes Yes 18/18
15/07/2020 Yes Yes Yes Yes Yes Yes 18/18
17/07/2020 Yes Yes Yes Yes Yes Yes 18/18
27/07/2020 Yes Yes Yes Yes Yes Yes 18/18
31/07/2020 Yes Yes Yes Yes Yes Yes 18/18
24/08/2020 Yes Yes Yes Yes Yes Yes 18/18
27/08/2020 Yes Yes Yes Yes Yes Yes 18/18
19/09/2020 Yes Yes Yes Yes Yes Yes 18/18
01/10/2020 Yes Yes Yes Yes Yes Yes 18/18
05/11/2020 Yes Yes Yes Yes Yes Yes 18/18
13/11/2020 Yes Yes Yes Yes Yes Yes 18/18
30/11/2020 Yes Yes Yes Yes Yes Yes 18/18
10/12/2020 Yes Yes Yes Yes Yes Yes 18/18
30/12/2020 Yes Yes Yes Yes Yes Yes 18/18
31/12/2020 Yes Yes Yes Yes Yes Yes 18/18
19/01/2020 Yes Yes Yes Yes Yes Yes 18/18
10/02/2021 Yes Yes Yes Yes Yes Yes 18/18

AUDIT COMMITTEE:

The audit committee duly met 5 at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the Financial year the Meetings of Audit committee was held in following manner:

Name of Director

Date or Meeting Manav Rastogi Sumeet Dileep Agnihotri Rucha Balmukund Daga
31/07/2020 Yes Yes Yes
27/08/2020 Yes Yes Yes
13/11/2020 Yes Yes Yes
30/11/2020 Yes Yes Yes
10/02/2021 Yes Yes Yes
Number of Audit Committee Meetings attended during the year 05/05 05/05 05/05

The Committee periodically discussed the Financial Reporting process, reviewed the Financial Statements, and discussed the quality of the applied accounting principles and significant judgment that affected the Companys Financial Statements. The audit Committee reviewed with adequacy of internal control systems with the management, statutory and internal auditors.

The audit Committee reviewed with adequacy of internal control systems with the management, statutory and internal auditors.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee met 2 times as follows during the financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose:

Name of Director

Date of Meeting

Number of Nomination and remuneration Committee Meetings attended during the year
31/07/2020 09/02/2020
Sumeet Dileep Agnihotri Yes Yes 02/02
Manav Rastogi Yes Yes 02/02
Rucha Balmukund Daga Yes Yes 02/02

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee met 4 times as follows during the financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose:

Name of Director

Date of Meeting

Number of Stake Holder relationships Committee Meetings attended during the year
31/07/2020 27/08/2020 13/11/2020 10/02/2021
Manav Rastogi Yes Yes Yes Yes 04/04
Sumeet Dileep Agnihotri Yes Yes Yes Yes 04/04
Rucha Balmukund Daga Yes Yes Yes Yes 04/04

The Committee has been constituted to monitor, review and redressal of investors grievances of security holders, if any, like Transfer / Transmission / Demat of Shares, Non-receipt of Annual Report, Non-receipt of Declared Dividends, Loss of Share Certificates etc. and instance of several trade transaction of equity shares of the company by a connected person During the year, no complaints were received from the security holders as per the certificate of RTA. No investor complaint was pending at the beginning or at the end of the year.

DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the Demat activation number allotted to the Company is ISIN: INE557Z01018. Presently shares are held in electronic mode only.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

As per the requirement of the Sexual Harassment of Women at Workplace(Prevention, Prohibition & Redressal)Act, 2013 ("POSH Act") and Rules made there under, the Company has formed Internal Complaints Committee for various work places to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a policy for prevention of Sexual Harassment, which ensures a free and fair enquiry process with clear time lines for resolution. To build awareness in this area, the Company has been conducting online programme on a continuous basis.

There was no case filed during the year, under the sexual harassment of woman at work place (Prevention, Prohibition and Redressal) Act, 2013. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

LOANS, GUARANTEES & INVESTMENTS UNDER SECTION 186:

Particulars of investment given by the Company, during the year under review are as mentioned in the Notes 10 forming part of the Financial Statements. The Company has not advanced any loan and provided security under Section 186 of the Companies Act, 2013 during the year under review.

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

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: Nil

iii. the capital investment on energy conservation equipment: Nil

TECHNOLOGY ABSORPTION:

i. The efforts made towards technology absorption: Nil

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) The details of technology imported: Nil

b) The year of import: Nil

c) Whether the technology been fully absorbed: Nil

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Nil

iv. The expenditure incurred on Research and Development: Nil

FOREIGN EXCHANGE EARNING & OUTGO:

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: NIL

EXTRACT OF ANNUAL REPORT:

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The annual return in Form No. MGT-7 for the financial year 2020-21 will be available on the website of the Company (http://grouppower.org). The due date for filing annual return for the financial year 2020-21 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company (http://grouppower.org) as is required in terms of Section 92(3) of the Companies Act, 2013.

INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

BUSINESS CONDUCT POLICY:

The Company has framed "Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for antibribery and avoidance of other corruption practices by the employees of the Company.

NOMINATION AND REMUNERATION POLICY:

The Company has formulated and adopted the Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Policy of the Company, inter alia, provides the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, Positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).The same is uploaded on the website of the Company i.e http://grouppower.org.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS:

The provisions of Regulation 8 and 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015 will be applicable to our Company immediately upon the listing of its Equity Shares on the EMERGE platform of NSE.

We shall comply with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015 on listing of Equity Shares on EMERGE platform of NSE. Further, Board of Directors at their meeting held on February 05, 2018 have approved and adopted the policy on insider trading in view of the proposed public issue.

Ms. Parul Mehta, Company Secretary & Compliance Officer will be responsible for setting forth policies, procedures, monitoring and adherence to the rules for the preservation of price sensitive information and the implementation of the Code of Conduct under the overall supervision of the Board.

CODE OF CONDUCT:

Company has framed policy on code of conduct for Board of Directors and senior Management.

MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

INSOLVENCY AND BANKRUPTCY CODE:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

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 is not applicable to the Company.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the cooperation and assistance received from shareholders, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the Company achieving a number of milestones during the year.

FOR AND ON BEHALF OF BOARD OF DIRECTORS OF

FOR, POWER AND INSTRUMENTATION (GUJARAT) LIMITED

DATE: 28th August, 2021 Padmaraj Padmnabhan Pillai Sriram Nair
PLACE: Ahmedabad Managing Director Director
DIN: 00647590 DIN: 06491273