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Gujarat Industries Power Co Ltd.

BSE: 517300 Sector: Infrastructure
NSE: GIPCL ISIN Code: INE162A01010
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VOLUME 11034
52-Week high 150.55
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P/E 8.93
Mkt Cap.(Rs cr) 2,119
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OPEN 141.50
CLOSE 140.00
VOLUME 11034
52-Week high 150.55
52-Week low 85.80
P/E 8.93
Mkt Cap.(Rs cr) 2,119
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gujarat Industries Power Co Ltd. (GIPCL) - Director Report

Company director report

To

The Members

Your Directors have pleasure to present the Thirty First Annual Report on theperformance of your Company together with Audited Balance Sheet and Profit & LossAccount for the Financial Year ended 31st March 2016 and the report of the Auditorsthereon:

Financial Performance:

(Rs. in Lakhs)

2015-16 2014-15
Net Sales 134576 120906
Other Receipts 4129 4882
Total Expenditure 96326 79191
Gross Profit : (1+2-3) 42379 46597
(before deducting any of the following)
(a) Finance Cost 6180 7800
(b) Depreciation 11231 12003
(c) Provision for Deferred Tax 1092 5783
(d) Provision for Current Income Tax (including MAT credit entitlement) 5320 6333
(e) Tax adjustment of earlier years (285) 196
(f) Exceptional Item 0 1851
Net Profit: 18841 12631
Add : Balance brought forward from 4384 8809
Previous Year
TOTAL 23225 21440
Less: Appropriations :
(i) General Reserve 6000 7500
(ii) Expansion Reserve 6000 5000
(iii) Proposed Dividend On Equity Shares (including Dividend Tax) 4915 4556
(iv) Carried to Balance Sheet 6310 4384
TOTAL 23225 21440

Dividend:

Your Directors are happy to recommend a Dividend of '. 2.70 (Rupees Two and PaiseSeventy) per share on 151251188 Equity Shares of '.10/- each fully paid up for theyear ended on 31st March 2016. The total outgo on account of Dividend would be about'.4915.14 Lakhs including applicable Corporate Tax on Dividend. The Dividend if approvedby the shareholders at the ensuing 31st Annual General Meeting shall be paid to all thoseMembers whose names appear on the Register of Members of the Company on the Books ClosureDate i.e. on Saturday the 20th August 2016.

OPERATIONS:

Vadodara Stations:

Station - I (145 MW):

During the year under review the Station generated 719.485 Million Units (MUs) at aPlant Load Factor (PLF) of 56.49% as against generation of 679.893 MUs at PLF of 53.53%during the preceding year. The Plant Availability Factor (PAF) was at 96.71% during theyear under review as against 95.84% during the preceding year.

Planned shutdown for Combustion Inspection of GT#1 Annual Maintenance of all the threeHeat Recovery Steam Generators (HRSGs) Hot Gas Path Inspection (HGPI) of GT # 2 and MajorInspection of GT # 3 HRSG was carried out during the year. Inhouse modification ofInverted Guide Vein (IGV) was successfully carried out in GT# 3.

Station - II (165 MW):

During the year under review the generation was 235.478 Million Units (MUs) at a PlantLoad Factor (PLF) of 16.25% as against generation of 38.253 MUs at a PLF of 2.65% in thepreceding year. The Plant Availability Factor (PAF) for the Station was 96.65% for theyear under review as against 95.18% during the preceding year.

Annual Maintenance of HRSG was carried out during the year. Your Directors are alsoglad to inform that owing to cumulative consistent efforts to operate Plant auxiliaries atOptimum Level and energy conservation measures vis-a-vis Reduced PLF of Station-I &II have made it possible to maintain the auxiliary consumption at 2.5% for the year underreference which is less than the normative level of 3%.

It is also heartening to note that despite the aging factor of the main Plantequipments the operating parameters i.e. output and heat rate have been maintained due toproactive operation and maintenance practices and vigilant monitoring of the performance.The improved PAF for Station I & II for the year under review is the testimony of ourcommitment.

PLF was low mainly due to prolonged backing down by State Load Dispatch Centre (SLDC).

Second Phase e-Bid RLNG allocated from GAIL under GoI's Scheme with support of PowerSupply Development Fund (PSDF) helped attain 25% PLF within six (6) Months w.e.f. October2015 to March 2016 accomplished with Plant operation at optimum load resulting in tolower specific energy consumption.

Continuous efforts are made to maintain optimum available supply of gas for theStations at Vadodara. Currently out of total gas requirements of 1.55 to 1.60 MMSCMD forVadodara Stations 0.91 MMSCMD gas including R-LNG is tied up with GAIL (India) Ltd.(GAIL) and RIL-NIKO on long term basis. The remaining quantity is tied up with GAILGujarat State Petroleum Corporation Ltd (GSPCL) and BPCL for supply of Spot gas on"as and when required" basis.

Long term agreement has been signed with Hettich India Pvt. Ltd. Vadodara for sharingthe available spare capacity of Demineralized (DM) Water. Long term agreement has beensigned with Ishedu (Division of Jayant Agro Limited) for sharing the available sparecapacity of infrastructure of Joint Water Supply Scheme (JWSS) of GIPCL and GACL. Serviceslike Third Party Water Sample Analysis facilities on chargeable basis are also provided tointerested parties.

During the year under review implementation of various energy conservation jobs aswell as new initiatives have been undertaken. Major energy conservation and efficiencyimprovement measures by way of modification in various auxiliary equipments and redefiningoperational parameters have been successfully implemented as elaborated in the Annexure'C' annexed to this Report.

Safety Performance:

The health and safety of all the employees is prime concern of the Company. YourDirectors are happy to inform that your Company is making sincere and committed efforts tomaintain the safety of Plant equipment and creating a safe and healthy work environmentfor the employees. The Company has been spending sufficient amount for the health andsafety related activities. Constant efforts are made to maintain accident free operationsat all the locations. Your Company has adopted a comprehensive Health and Safety policyunder the Integrated Management System (IMS). Vadodara Plant successfully completedaccident free operations for the entire year under review i.e. FY 2015-16.

Surat Lignite Power Plant (SLPP):

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

During the year under review Phase-I generated 1643.210 Million Units (MUs) at a PlantLoad Factor (PLF) of 74.83% as against 1424.954 MUs at a PLF of 65.07 % during theprevious year i.e. FY 2014-15. Plant Availability Factor was 89.03% as against 70.55%during the previous year. Low grid demand resulted into loss in PLF by 10.57% in the yearunder review against 0.76% during the previous year i.e. FY 2014-15. Commercialavailability was at 83.74% as against 64.09% during the previous year.

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

During the year under review Phase-II generated 1440.694 MUs at a PLF of 65.61% asagainst 1841.638 MUs at a PLF of 84.09% during the previous year. Plant AvailabilityFactor was 75.88% as against 89.17% during the previous year. Low grid demand resultedinto loss in PLF by 9.39% in the year under review against 1.49% during the previous yeari.e. FY 2014-15. Commercial availability was at 75.17% as against 85.70% during theprevious year.

During the year under review the Unit - 3 (125 MW) tripped on 17.08.2015 due to atechnical snag in the Generator Transformer. M/s. BHEL OEM after carrying out allrequired tests at the Site and repairs at OEM Works at Jhansi restored the GeneratorTransformer and the Unit was synchronized with the Grid on 1st December 2015. YourCompany is adequately insured against materials damage and business interruption losses.Constant endeavors are being made to improve the overall performance of the Stationincluding technology improvement and modifications. The required maintenance program forthe upkeep of the Units was undertaken during the year under review.

Your Directors are happy to inform that the SLPP Station has received Golden JubileeAward (2014-2015) for Outstanding performance in Energy conservation from The SouthernGujarat Chamber of Commerce and Industry Surat.

Mining:

Your Directors are happy to inform that performance of Mining Division remained goodduring the year under review. Total requirement of lignite was met from our captive VastanLignite Mine and Mangrol - Valia Lignite Mine. To meet the demand of all the four Unitssufficient quantity of Lignite has been stocked for operations during monsoon.

Your Directors are proud to inform that the Valia and Vastan Mines of your Company havebagged first/second prizes under different categories viz. Mine Illumination andElectrical Installation; Mine Working and General Safety; Health First Aid and VocationalTraining; etc at the Gujarat Lignite Mines Safety Week 2015-16 celebrated under the aegisof Director General of Mines Safety.

5 MW PV based Solar Power Plant:

During the year under review 5 MW PV based Solar Power Plant at SLPP generated 7.73MUs with 17.61% PLF as against 8.02 MUs with PLF of 18.31% during the previous year.

Environmental Protection:

The Company recognizes Environment Management as an integral function of the operation.Towards this end the Company has adopted appropriate technology for control of pollutantsat source.

Vadodara Plant:

Your Directors are pleased to inform that the initiative taken by your company in 2012for providing water as well as oil testing analysis services to interested parties onchargeable basis as a part of diversification of activities and optimization of use ofavailable infrastructure and resources for increasing revenues has received encouragingresponse.

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

Surat Lignite Power Plant (SLPP):

Your Company planted 500 nos. of saplings (more than 90% survival rate) in the plantpremises for better green coverage.

Expansion Plans:

51 MW Wind Power Projects:

The Company had issued two Letters of Intent (LoIs) both dated 01.09.2014 on LeitwindShriram Manufacturing Ltd. (LSML) Chennai on EPC turnkey basis for setting up Wind basedPower Projects of 27 MW (18 x 1.5 MW) at Village Kotadapitha and 24 MW (16 x 1.5 MW) atVillage Jambarwada Taluka Babra Dist.: Amreli Gujarat respectively. Eight (08) WindTurbine Generators (WTGs) of 1.5 MW each have been commissioned at Kotadapitha site.Erection and commissioning of the remaining WTGs is in progress. Power Purchase Agreements(PPA) for 15 MW have been entered in to with GUVNL. Due to inordinate delay in Projectexecution by LSML it has been decided by your Directors to terminate the LoI for 24 MW (16x 1.5 MW) Jambarwada Site.

97.4 MW Wind Power Projects:

Your Directors are pleased to inform that your Company had invited offers throughInternational Competitive Bidding (ICB) route for setting up an up to 250 MW Wind PowerProjects on turnkey Engineering Procurement Construction (EPC) basis. Aftertechno-commercial evaluation of the Bids the Company has placed separate Letters ofIntent (LoIs) for installation of Wind Energy Farm Projects as follows:

- LoI dated 31.12.2015 on Inox Wind Ltd. Noida for 26 MW (13 X 2 MW) Wind PowerProject at Village Rojmal Dist. Amreli Gujarat on turnkey EPC basis with Operation andMaintenance Contract (O&M) to be completed by December 2016; and

- LoI dated 12.02.2016 on Suzlon Energy Ltd. New Delhi for 71.4 MW (34 x 2.1 MW) atthree different locations in Gujarat on turnkey EPC basis including O & M Contractto be completed by April 2017.

The EPC Contractors have commenced civil works at the Sites. All other mobilizationactivities are in full swing at the above Sites and presently activities of both theProjects are progressing quite satisfactorily as per schedule.

2 x 1 MW Distributed Solar Power cum Agriculture Pilot Projects:

Your Directors are glad to inform that your Company participated in the StateGovernment sponsored Scheme and successfully commissioned two grid connected DistributedSolar Power Pilot Projects of 1 MW each at Village Amrol Dist.: Anand in Central Gujaratregion on 28.04.2016 and at Village: Vastan Taluka: Mangrol Dist.: Surat in SouthGujarat on 03.05.2016 respectively. The Amrol Power Plant is first of its kind toimplement the innovative idea of direct connectivity in 11 KV network.

Further these two power Plants are developed on Research & Development basis withnovel concept of cultivation of agriculture crops under the Solar Panels by reusing waterused to clean the Solar Panels and drip irrigation facility. Research on agriculturalcrops cultivation and monitoring till harvesting of the crops is being done incollaboration with expert guidance of Anand Agricultural University and NavsariAgricultural University for Amrol and Vastan Plants respectively.

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

Your Directors are pleased to inform that your Company has emerged as successful Bidderin the e-reverse auction for 2 x 40 MW Solar Power Projects at Gujarat Solar Park VillageCharanka Dist. Patan Gujarat under the National Solar Mission Phase II Batch IV on EPCbasis. The Projects are scheduled to commission by July 2017.

Empanelment as Channel Partner by the Ministry of New and Renewable Energy (MNRE)Government of India (GoI):

Your Directors also feel proud to inform that your Company has been empanelled by theMNRE GoI as Channel partner under the Grid Connected Rooftop and Small Power PlantsProgramme.

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

Your Directors are pleased to inform that during the year under review your Company hassuccessfully maintained standard guidelines for IMS covering ISO:9001:2008 ISO:14001:2004and OHSAS 18001:2007 certification for Quality Management System (QMS) EnvironmentManagement System (EMS) and Occupational Health and Safety Assessment Series (OHSAS) andISO 50001:201 1 for Energy Management System (EnMS) Certification for its Power Stationsat Vadodara and SLPP. Your company is one of the first group of Power Plants to haveimplemented and obtained ISO 50001:2011 Certification. Surveillance Audit for all thestandards have been successfully conducted and accredited by TUV India Ltd. in May 2016. Subsidiary:

During the year under review the Company's wholly owned subsidiary GIPCL Projects andConsultancy Company Limited (GIPCO) has been struggling to perform for the consecutivefourth year in the highly competitive service sector.

With a view to achieve administrative and operational convenience your Directors havedecided to merge GIPCO with GIPCL. The services offered / provided by GIPCO will becontinued through respective verticals of GIPCL.

Public Deposits:

During the year 2015-16 your Company has not accepted / renewed any Fixed Deposit. Asat the date of this Report there is No Deposit either unpaid / unclaimed or due fortransfer to Investors' Education and Protection Fund (IEPF).

Particulars of loans guarantees or investments:

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

Listing Agreement Compliance:

Equity Shares of your Company are listed on Bombay Stock Exchange Ltd. (BSE) andNational Stock Exchange of India Ltd. (NSE) and their Listing Fees for the FY 2016-17 havebeen paid and the conditions of the Listing Agreement have been complied with. Pursuant tothe exit Order issued by Securities & Exchange Board of India (SEBI) the shares ofyour Company are delisted on Vadodara Stock Exchange Limited w.e.f. 09th November 2015.

Insurance:

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

Corporate Social Responsibility (CSR) Initiatives:

As part of its CSR initiatives the Company has undertaken projects in the areas ofHealth Education Livelihood Development of Village Infrastructure Land loser focusedintervention Sanitation etc. These projects are in accordance with Schedule VII to theCompanies Act 2013.

Report on CSR activities is annexed to this Report as Annexure 'A'. EnergyConservation and Technology Absorption:

The measures taken by your Company towards energy conservation and TechnologyAbsorption are given in the Annexure 'C' to this Report.

Related Party Transactions:

All Related Party Transactions entered during the year under review were on arm'slength basis and in ordinary course of business. There were no materially significantTransactions made by the Company with Promoters Directors or Key Managerial Personnel orother designated persons which may have potential conflict with the interests of theCompany. During the year under review the Company has done transactions of sale ofelectricity to Gujarat Urja Vikas Nigam Ltd. (GUVNL) Gujarat Alkalies & ChemicalsLtd. (GACL) and Gujarat State Fertilizers and Chemicals Ltd. (GSFC) Promoters of theCompany. Your Directors recommend for your approval the said transactions entered intowith GUVNL GACL and GSFC as stated in Resolution at Sr. No.11 of the Notice of 31stAnnual General Meeting (AGM).

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

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as Annexure2 to this Report.

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

Vigil Mechanism or Whistle Blower Policy:

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

Directors' Responsibility Statement:

The Board of Directors of the Company confirms:

a) that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departure;

b) that the selected accounting policies were applied consistently and Directors madejudgment and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2016 and of the profit of theCompany for the year ended on that date;

c) that proper and sufficient care has been taken for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the Annual Accounts have been prepared on a going concern basis;

e) internal financial controls to be followed by the company have been laid down andthat such internal financial controls are adequate and operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Corporate Governance:

Your Company has been following good Corporate Governance practices and has compliedwith the requirements of the Listing Regulations. A detailed report on CorporateGovernance along with Certificate dated 26th May 2016 issued by CS Niraj TrivediPracticing Company Secretary Vadodara is annexed forming part of this Report.

Management Discussion and Analysis:

A report on Management Discussion and Analysis dealing with Business Operations andPerformance Research and Development Expansion Project Safety and Environment HumanResource Development Corporate Social Responsibility etc. is annexed forming part of thisReport.

Risk Management:

The Report on Risk Management and Risk Minimization is reviewed by the Board onquarterly basis.

Directors:

Government of Gujarat (GoG) vide Notification dated 07.04.2015 nominated Shri LChuaungo IAS (DIN:00032867) as Chairman of your Company vice Shri D J Pandian IAS.Thereafter upon his transfer as Principal Secretary Labour and Employment Dept. videGoG Notification dated 27/06/2016 Shri L Chuaungo IAS has resigned as Director of theCompany w.e.f. 27.06.2016.

GOG vide Notification dated 19/07/2016 has nominated Shri Sujit Gulati IAS (DIN:00177274) Additional Chief Secretary Energy & Petrochemicals Dept. (EPD) GoG asChairman of your Company vice Shri L Chuaungo IAS. The Board of Directors has appointedShri Sujit Gulati IAS (DIN: 00177274) as Additional Director and Chairman of the Companyw.e.f. 20.07.2016. Shri Sujit Gulati IAS (DIN: 00177274) holds office of Director up tothe date of the ensuing 31st AGM of the Company.

Your Directors recommend for your approval Resolution at Sr. No. 10 of the Notice dated30.07.2016 of the 31st AGM for appointment of Shri Sujit Gulati IAS as Director of theCompany. The Board places on record its sincere appreciation for the leadership valuableguidance and support extended by Shri L Chuaungo IAS during his tenure as ManagingDirector and as Chairman of the Company.

Shri Ashok Kumar (DIN:07317803) was nominated by IDBI Bank Ltd. as its Nominee Directorvice Smt. Padma Betai (DIN: 00937921).

The Board places on record its sincere appreciation for the valuable guidance andsupport extended by Smt. Padma Betai during her tenure as Director of the Company.

GACL nominated Shri P K Gera IAS (DIN: 05323992) as Director vice Shri A M Tiwari IAS(DIN: 02986260) w.e.f. 01.03.2016.

The Board places on record its sincere appreciation for the valuable guidance andsupport extended by Shri A M Tiwari during his tenure as Director of the Company.

GSFC nominated Shri V D Nanavaty (DIN: 07431075) as Nominee Director vice Shri H RBrahmbhatt (DIN: 06360175) w.e.f. 21.01.2016. Further on 28.03.2016 GSFC nominated CS VV Vachhrajani (DIN: 00091677) as its Nominee Director vice Shri V D Nanavaty.

The Board places on record its appreciation for the valuable guidance and supportextended by Shri H R Brahmbhatt and Shri V D Nanavaty during their tenure as Directors ofthe Company.

Dr. P K Das IAS (Retd.) (DIN: 00501499) has resigned as Director of the Company w.e.f.26.07.2016.

The Board places on record its appreciation for the valuable guidance and supportextended by Dr. P K Das IAS (Retd.) during his tenure as Director of the Company.

Your Directors recommend for your approval resolutions at Sr. No.08 and 09 of theNotice dated 30.07.2016 of the 31st AGM regarding appointment of Shri P K Gera IAS (DIN:05323992) and CS V V Vachhrajani (DIN: 00091677) as Directors of the Company liable toretire by rotation.

Shri Sanjeev Kumar IAS (DIN:03600655) and Smt. Shahmeena Husain IAS (DIN:03584560)Directors of the Company retire by rotation at the ensuing Annual General Meeting andbeing eligible offer themselves for re-appointment.

Your Directors recommend for your approval resolutions at Sr. No. 3 and 4 of the Noticedated 30.07.2016 of the 31st AGM regarding reappointment of Shri Sanjeev Kumar IAS (DIN:03600655) and Smt. Shahmeena Husain IAS (DIN: 03584560) as Directors liable to retireby rotation.

The Directors of the Company appointed Shri N N Misra (DIN: 00575501) as AdditionalDirector and Independent Director of the Company w.e.f.12.10.2015. Shri N N Misra shallhold office up to the date of the ensuing 31st AGM.

The Company has received Declaration of Independence from Shri N N Misra (DIN:00575501) as required under Section 149(6) of the Companies Act 2013.

Your Directors recommend for your approval resolution at Sr. No. 07 of the Notice dated30.07.2016 of 31st AGM regarding appointment of Shri N N Misra (DIN:00575501) asIndependent Director to hold office for period of five consecutive years not liable toretire by rotation.

Policy on Directors' Appointment and Remuneration:

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

Performance Evaluation of Board Committees and Directors:

Pursuant to the provisions of Section 178(2) of the Companies Act 2013 your Companyhas constituted a Nomination & Remuneration (NR) Committee of Directors to evaluatethe performance of Directors on the Board.

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

1. Knowledge of the Job Profile;

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

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

4. Detailed analysis of internal control functions;

5. Thorough compliance with the Code of conduct;

The NR Committee shall evaluate the performance of each member of the Board ofDirectors with reference of the authority under the Nomination and Remuneration Policy ofthe Company framed in accordance with the provisions of section 178 of the Companies Act2013 and as per the evaluation criteria mentioned above.

Evaluation of Independent Directors shall be carried out by the entire Board in thesame manner as it is done for other Directors of the Company except the Director beingevaluated.

Based on the performance evaluation of each and every Director and the Chairman of theCompany the Committee shall provide the ratings based on each criterion.

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

Particulars of Employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is not applicable as no Employee was paid remuneration during the year inexcess of '.1.02 Crores when employed throughout the year and '.8.50 Lakhs per month whenemployed for a part of the year. Further there was no employee holding 2% or more of theequity shares of the Company during 2015-16.

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request.

In terms of Section 136 of the Act the Report and Accounts are being sent to theMembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the Members at the Registered Office of the Companyduring 3:30 p.m. to 5:30 p.m. on all working days of the Company up to the date of theensuing 31st AGM. None of such employees is a relative of any Director of the Company.None of such employees hold [by themselves or along with their spouse and dependentchildren(s)] more than two percent of the equity shares of the Company.

Auditors:

Internal:

Vijay Tewar & Company Chartered Accountants Vadodara has been appointed asInternal Auditors of the Company for the Financial Year 2015-16. The Audit Committee ofDirectors periodically reviews the reports of Internal Auditors.

Statutory:

The Members at their 30th Annual General Meeting (AGM) have appointed K C Mehta &Co. Chartered Accountants Vadodara as Statutory Auditors of the Company for a periodof five consecutive financial years i.e. from FY 2015-16 to FY 2019-20. Pursuant to theprovisions of Section 139 of the Companies Act 2013 appointment of Statutory Auditorshas to be ratified by the Members at every AGM. Accordingly resolution at Sr. No. 5 ofthe Notice dated 30.07.2016 of 31st AGM is recommended for approval of the Members forratification of the appointment of Statutory Auditors for FY2016-17.

Cost:

The Board of Directors has appointed Y S Thakar & Co. Vadodara as Cost Auditor ofthe Company for the Financial Year 2016-17. Resolution at Sr. No.12 of the Notice of the31st AGM is recommended for ratification of the Members for the remuneration payable toCost Auditors for FY 2016-17.

Secretarial:

Devesh Vimal & Co. Practicing Company Secretaries Vadodara have been appointed asSecretarial Auditor of the Company for the year 2015-16. Report of Devesh Vimal & Co.for the Financial Year 2015-16 ended on 31st March 2016 in the prescribed Form-MR 3 isannexed to this Report as Annexure 'B'.

Extract of Annual Return:

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

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

Acknowledgements:

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

For and On behalf of the Board
Date: 22nd August 2016. Sujit Gulati AS
Place: Gandhinagar. Chairman
(DIN:00177274)