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GE Power India Ltd.

BSE: 532309 Sector: Engineering
NSE: GEPIL ISIN Code: INE878A01011
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VOLUME 5412
52-Week high 475.80
52-Week low 177.35
P/E
Mkt Cap.(Rs cr) 2,054
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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GE Power India Ltd. (GEPIL) - Director Report

Company director report

Dear Shareholders

Your Directors present the 29th Annual Report of the Company along with theAudited Financial Statements for the financial year ended 31 March 2021 (‘FY2020-21')

FINANCIAL HIGHLIGHTS

(Rs. in Million)

Year ended 31 March 2021 Year ended 31 March 2020
Year ended 31 March 2020
Profit/(Loss) before exceptional items tax interest and depreciation 2486.3 2564.0
Less: Interest/Finance Costs 672.2 492.5
Less: Depreciation and amortisation expense 500.6 664.7
Profit/(loss) before exceptional items and tax 1313.5 1406.8
Exceptional item 363.0 (329.1)
Profit/(loss) before tax 950.5 1735.9
Provision for taxation
-Current tax 159.8 268.5
-Tax related to earlier years - 33.6
-Deferred tax charge (credit) 122.4 583.1
Profit/(loss) after tax 668.3 850.7
Balance brought forward from previous year in the statement of profit and loss 6018.4 5651.2
Profit available for appropriation 6686.7 6501.9
Appropriations
a) Transferred to General Reserve - -
b) Dividend paid 134.5 403.4
c) Corporate Dividend Tax paid - 80.1
Balance carried forward to Balance Sheet 6552.2 6018.4
Proposed Dividend 67.2 134.5

DIVIDEND

In compliance with the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘the Listing Regulations') as amendedfrom time to time your Company has adopted a Dividend Distribution Policy. This policyspecifies the parameters of distribution of dividend with objective of deliveringsustainable value to its stakeholders. The Dividend Distribution Policy of the Company isannexed as ‘Annexure A' to this Report.

In compliance with the Dividend Distribution Policy of the Company your Directors arepleased to recommend a dividend of RS. 1/- per equity share ( i.e. 10% of the face valueof RS. 10/- each) for FY 2020-21 amounting to RS. 67.2 million subject to applicable taxlaws.

TRANSFER TO RESERVES

No amount was transferred to reserves during FY 2020-21.

STATE OF COMPANY'S AFFAIRS Operations - The year in review

Power sector plays the most vital role in the economic growth and human development asenergy consumption is one of the major inputs for economic development of any country. Inthe case of the developing countries like India the energy sector assumes a criticalimportance in view of the ever-increasing energy needs requiring huge investments to meetthem. India is the world's third-largest energy consuming country thanks to risingincomes and improving standards of living. Energy use has doubled since 20001witRs. 80% of demand still being met by coal oil and solid biomass. On a per capitabasis India's electricity consumption and the emissions are less than half the world'saverage as are other key indicators such as vehicle ownership steel and cement output.To keep pace with India's rapid economic population and the electricity consumptiongrowth IEA estimates that the present level electricity demand in India is likely toalmost triple by 2040. Hence billions of Indians need reliable affordable and cleanerpower for economic activities and growth. Your Company is focused on supporting generationfrom coal-based thermal electricity that currently comprises the largest portion of theIndia's power generation along with gas and hydro power. As on January 20212 ofthe total installed base (IB) of ~377GW coal comprises ~55% large hydro ~12% Wind ~10%Gas ~7% Solar ~10% other renewables ~4% and Nuclear ~2%. The generation mix however isquite different with majority ~70% coming from the coalfired power plants over the periodof April 2020-January 2021. While the share of renewables in the Indian electricity mixwill increase over time conventional sources will remain vital to meet the energyrequirements of our growing economy.

However the role of conventional resources will evolve in increasingly important ways:

 

Emissions compliance of SOx/NOx/PM for the coal fired power installed basewill help in providing clean air when outfitted with Air Quality Control technologyinfrastructure as prescribed by the Government's emission norms.

• As per the CEA's ‘Optimal Generation Capacity Mix for 202930' coal willremain the single largest source in providing the electricity generation even by 2030.Coal based generation is also a long-term solution to help meet the increasing electricitydemand.

• To support the renewable integration to the grid coal power stations will becalled upon to increasingly "balance" the grid when the wind does not blow orthe sun does not shine. Coal is likely to support >70% of balancing needs by 2022 asthere's very limited Hydro pump storage and gas units with gas availability in India. Thispositions the thermal stations as essential enablers for integrating increasing renewablesources into the grid.

 

Efficiency enhancement measures are poised to be adopted across the majorityof thermal units in the country improving overall plant efficiency reducing fuel usageleading to reduced costs increasing merit position and affordability boosting MW outputand extending unit life of the plant. Furthermore we see a major focus on reduction inCO2 emissions.

The transition towards renewable energy and decarbonisation has been at a faster ratethan ever imagined which is evident from the fact that there have been no new utilityscale coal plant/ boilers ordering in the financial year 2020-21. Your Company is wellpoised to address these market transitions with its portfolio. We believe in our peoplewho work every day in India's thermal sector; ready to make conventional generationsources more relevant and a leading contributor to power sector's goal of building acleaner and sustainable future.

Your Company understands that it would continue to be exposed to new risks withchanging business environment in India its primary market. It has a comprehensiveframework to identify key risks in in its operations i.e. cyber security changing energymix execution issues finances health and safety concerns etc. The framework helps inidentifying and developing mitigation action plan for the respective risk items and thisframework is being reviewed by the risk committee in a structured way.

BOILERS

Your Company's execution unit at Noida and manufacturing facility at Durgapur WestBengal is capable of manufacturing Supercritical and Ultra Supercritical Boilers equippedwith the latest manufacturing technologies. Your Company in partnership with BHELaccomplished the significant milestones in the FY 2020-21.

Major milestone achieved by your Company in 2020-21:

2X500 MW NNTPP Tower Boilers Neyveli - Unit#2 - COD achieved

• 2X660 MW Suratgarh - Unit#1 COD achieved

• 1X800 MW Wanakbori - PG test completed

Key erection & commissioning progress on projects with BHEL-GE partnershipprojects:

• 3X660 MW NTPC North Karanpura - Unit#1 non-drainable hydrotest competed

• 3X660 MW NTPC North Karanpura - Unit#2 drainable hydro test completed

• 2X500 MW NNTPP Tower Boilers Neyveli - Unit#2 refractory application anddry out activities completed

 

3X660 MW NTPC Nabinagar STPP - Unit#3 - non-drainable hydro testcompleted

2X660 MW Maitree Bangladesh - Unit#1 drainable hydrotest completed

 

2X800 MW NTPC Darlipali STPP- Unit#2 steam blowing successfullydeclared

• ^3X660 MW NTPC Nabinagar STPP - Unit#3 boiler first fire done &chemical cleaning completed

 

2X800 MW Gadarwara - Unit#2 synchronized successfully and full loadachieved

Progress on CEL II 1 x 150 MW Sihanoukville Cambodia:

Unit started up and capacity test completed successfully

 

Reliability run completed successfully

Manufacturing highlights of FY 2020-21 from the

Durgapur factory:

• 1st time Durgapur delivered 10000 MT of pressure parts for various BHELprojects in a year

 

Service Boiler - Various supplies were completed without riskingdelay L/Ds

 

P FGD - Completed supplies of key critical component

Boiler Pressure Parts manufacturing & engineering:

1X660 MW Panki - 100% pressure parts supplies completed

 

1X660 MW Bhusawal - Pressure parts supplies completed

New orders from BHEL-GE partnership:

Panki - 1X660 MW Boiler with supercritical steam parameters. Servicecontract signed for technical field advisory services

 

Bhusawal - 1X660 MW Boiler with supercritical steam parameters.

Service contract signed for technical field advisory services

MILLS

Key highlights FY 2020-21

• Successfully completed exporting mill components (Morroco Maemoh Tanjung) andindigenous mill project (KPCL-Yermaras)

AIR QUALITY CONTROL SYSTEMS

Your Company has bagged the first Semi Dry FGD from M/s Hindalco Industries Ltd. on oneof the 150 MW power plant unit at their Aditya Aluminium Unit at Sambalpur Odisha.

• Your Company achieved the following milestones in the FY 2020-21: Yanbu SaudiArabia: 5x620 MW Power Plant- ESP- Unit#5 gas distribution test successfully completed.

SERVICES

It is certain that coal is likely to remain the single largest source in India's energymix by the next decade even as the country has chalked out plans to significantly movetowards deploying renewable technology. India is endowed with easily accessible andabundant coal reserves (fifth largest globally) adequate to meet the energy requirementsof the Indian economy for the foreseeable future.

Importantly coal-based generation the cheapest and most reliable source ofelectricity in India accounts for ~55% of the installed capacity (as of Jan 2021)3and nearly 70% of our total electricity generation for the period of April 2020- January2021. The plant load factor (PLF) a measure of plant utilization currently stands at ~61%for coal-based plants. As per the CEA ‘Optimal Generation Capacity Mix for 2029-30'by 2030 +50% generation will come from coal fired plants which is likely to drive stablespending towards the plant operation and maintenance. This is one of the core growth areasidentified by your Company.

The efficiency of coal fired power plants in India is low compared to the globalstandards and there is an opportunity and need to retrofit the existing coal fired powerplants to increase their efficiency and reduce their carbon emission levels. The majorityof the power continues to be generated by subcritical units where there is an immenseneed and substantial potential to improve the performance & efficiency. There arevarious retrofit options available for these units. For instance after a successfulretrofit of steam turbine shaftline and demonstrating over 14% heat rate improvement atthe Gujarat State Electricity Corporation Limited (GSECL) Ukai and Wanakbori units yourCompany also executed steam turbine shaftline retrofit for an industrial captive unit ofHindalco where we improved the heat rate of the unit by 3% and power output by over 10%over the original design. Reconfirming the need of such retrofits in the county yourCompany is well poised with state-of-the-art technology and the technical know-how toaddress the retrofit/upgrade need of the coal power generating units. Such efficiencyimprovement projects can help India in achieving 33% to 35% reduction in the emissionsintensity of the country's GDP by 2030 as per the commitment made by the global treatyand make electricity more affordable and cheap while conserving coal.

With India's new coal plant emission regulations in place all utility industrial andcaptive plant boilers are required to modify their firing systems to improve NOxemissions. GE Power's technology is helping the customers in reducing NOx generation tomeet the new environmental norms. With more than 130 GW of India's coal fired fleetoperating on sub-critical levels the implementation of this low NOx boiler technology canhelp the country reduce its NOx up to 50% from the current levels and help these unitsmeet the new MoEF norms on NOx emissions. During the period April 2020- Jan 2021 nearly 3GW of De-NOx orders was awarded to GE Power from the various central and state utilitiesin India with GE Power securing market share of +60% in the De-NOx market.

With the increasing share of renewables in the electricity generationmix India's dailyramp up requirement is likely to be 60-80 GW. Some coal-based units would be required toaddress flexibility needs arising from day-of-time and weather-based gaps in daily demand/ load generation curve. We expect this need for flexibility upgrade of coal units wouldincrease in the future as the renewable penetration grows. With specific flexibilitysolutions available in the broad basket of service offerings your Company is wellprepared to take lead role and support these upcoming needs of the future.

Overall your Company is well placed to address customers' specific O&M needsimprove the power plant efficiency reduce CO2/NOx/ PM emissions levels and support withsolutions for making existing coal plants more flexible to support renewables integrationto the grid in the future.

Following are some of the successful order wins and milestones achieved by your Companyin FY 2020-21:

• First of its kind order from NTPC Rihand for HP mill upgrade package enablingsignificant operational cost savings for customer

• De-NOx solution order from UP Rajya Vidyut Utpadan Nigam (UPRVUNL) for theirHarduaganj Parichha and Anpara plants

• De-NOx solution order from NTPC Barauni plant

 

ESP refurbishment order from Odisha Power Generation Corporation Limited fortheir 2X660 MW supercritical coal fired power plant

• Industrial ESP refurbishment order from Birla Copper

• Many first of its kind core services orders from other OEM fleets

• Supply of LP steam turbine last stage blades for BHEL (KWU) 500MW unit atMahagenco Chandrapur

• Repair of damaged Chinese 660 MW steam turbine rotor at Adani Power Mundra

• Repair of HP barrel outer casing of 500 MW BHEL (KWU) steam turbine at NTPCRamagundam

• Capital overhaul of 500 MW BHEL (KWU) steam turbine at NTPC Ramagundam

• Annual overhaul of 500MW BHEL (KWU) steam turbine at Mahagenco Chandrapur

• ST spares for 685 MW Doosan steam turbine at Adani Raikheda

• Rotor repair and high-speed balancing for 600 MW BHEL generator at PPGCLPrayagraj

• Rotor repair and high-speed balancing for 600 MW BHEL generator at JITPL Derang.

AUTOMATION AND CONTROL

Your Company received the following new orders in the FY 2020-21:

• Generator Health Monitoring system (GHM) at Numaligarh Refinery Limited (2X34MW)in Golaghat Assam India

• HMI upgradation of MarkVIe turbine control systems for Uni #1 & 2 at AdaniRaipur Energen Limited (2X685MW) thermal power plant in Raipur Chhattisgarh India

• Static digital excitation system upgrade at NHPC Chamera-II (3X100MW)Hydroelectric power project in Chamera Himachal Pradesh India

• Ex2100e regulator upgrade for GTG & STG at CEB Kelanitissa (156 MW)combined cycle power plant at Kolonnawa Srilanka.

Your Company achieved the following milestones in the FY 2020-21:

Domestic Projects

• Numaligarh Refinary Limited 2X34MW

Generator Health Monitoring system (GHM) - Successfully commissioned and the projectwas handed over to the customer in December 2020

• Adani Raipur Energen Limited 2X685 MW Thermal Power Plant

HMI upgradation of MarkVIe turbine control system for Unit#1 & 2- The system wassupplied in July 2020. Commissioning will be done as per project schedule

• Chamera - II (3X100 MW) hydroelectric power project

Static Digital Excitation System upgrade -Successfully commissioned Unit#2 and the unitwas handed over to the customer in December 2020. Unit#1 & 3 commissioning will bedone as per project schedule

Export Project

• Kelanitissa (165 MW) 1 GT + 1 ST Combine Cycle Power Plant - GTG & STG AVRupgrade in Sri Lanka

This is an export project where EX2100e regulator for GTG & STG were supplied toKelanitissa project in Sri Lanka in December 2020. Commissioning will be done as perproject schedule

• Qairokkum hydropower rehabilitation power project - Supply of new 6 nos ofstatic digital excitation system in Tajikistan

This is an export project where Unit#6 of static digital excitation system was suppliedto Qairokkum project in Tajikistan in January 2021. Balance 5 units will be supplied asper the project schedule

The unit is focused on delivering operational excellence in Automation & Controlssolutions partnering with customers and being one of the "Centre of Excellence"for global engineering in the world of automation & industrial internet.

GAS POWER

The Gas Power in your Company is part of the GAS ASIA region and is actively involvedin managing projects in South Asia sub region. While supporting the project managementactivities in the south Asia it also is supporting gas projects globally for engineeringprocurement and construction services including resource deployment to global projectsites. The Gas Power Noida Execution center of your Company is presently managingfollowing projects and CoE activities:

• Summit Meghnaghat II first flagship 9HA.01 project in country a dual fuel 600MW CCPP in Bangladesh where GE is the lead EPC contractor with a Chinese internalconsortium on a Turnkey basis. GE scope is supply of main power island equipment: GTHRSG ST BFP etc.; while partner's scope is the supply of BOP and construction at site.Civil works are presently ongoing at the site and HRSG erection has started

• Unique project is again a 600 MW CCPP on Turnkey basis; where GE is in closedconsortium with a Chinese partner. GE scope is supply of main equipment GT 1 x 9HA.01 andpartner's scope is BOP works including complete construction a site. Presently civilconstruction at site is ongoing

• Bhola 2 is a 220 MW Gas based EEP project in Bangladesh where GE is supplyingtwo 6F.03 gas turbines two HRSG's one steam turbine and AUX equipment. All the majorequipment deliveries are completed and the project is now under advanced stage ofcommissioning

• Shajibazar 100 MW gas based equipment only project in Bangladesh where GE issupplying one gas turbine LMS 100 and allied MSD's. GT first fire has been achieved andplant has reached FSNL with reliability run and COD expected in Q3'

• HPCL Vizag 75 MW Gas based EO equipment only project in India where GE issupplying one 6F.03 gas turbine and allied MSD's to BHEL. The equipment deliveries from GEare completed and the project is in installation and commissioning phase currently

• Khulna is 300 MW CCPP in Bangladesh where GE is suppling GT ST and generators.Presently GT and generator erection activities are ongoing. GT first fire and simple cycleCOD expected in Q3 2021. Steam turbine and steam turbine generator are planned to bepicked up by customer in Q1 2021 which are ready at ports in USA. Combined cycle CODtentatively planned in Q4 2021

In addition to the above projects your Company is also involved in providing detailedengineering services procurement and construction support for several other projects inthe region.

Your Company's engineering is providing support on the basic as well as the detailedengineering work for GPS global projects. Some of the EPC combined cycle projects whereGPS Noida engineering team is involved are Chia Hui Datan 8&9 Hasinta in TaiwanDolan Odra and Ostroleka in Poland. Besides these there are various Gas Power partnerprojects such as Dihiqar Samawa and Waad AL Shamal in Middle East Regional projects inBangladesh Melaka Jawa 1 Tambak Lorok project MT4A in Asia which are currentlyunderway at various stages of execution. The engineering team is also contributing towardsequipment only and EEP projects in US Latin America Africa and South East Asia. TheNoida team is also involved in NPI support for fast power projects.

Managing procurement activities for balance of plant equipment for global Gas projectslike Wad Al Shamal in Saudi Arabia Zubair Besmaya Samawa and Dhiqar in Iraq SEWAHamriyah in UAE Summit Meghnaghat II Unique Meghnaghat in Bangladesh. Procurement teamis also responsible for supporting selection & qualification of suppliers placement& execution of purchase orders ensuring ontime delivery of equipment to sites.

Your Company is involved in providing construction & commissioning expertise andsite management services for Gas based power projects some of the site are Zubair Dhiqarand Samawa projects in IRAQ Waad Al Shamaal in Saudi Arabia Summit Meghnaghat 2 andUnique Meghnaghat in Bangladesh.

Your Company is providing a multi-disciplinary support to the projects in GE portfolioacross the globe. Services being provided by Noida center for HRSG are project executionthrough project fulfilment management and project engineering. Further engineeringsupport is provided across all centre of excellence disciplines including structurepressure parts piping & equipment etc. HRSG projects being managed from Noida centerare Indeck Niles and Guernsey (US) Chia Hui Datan 8&9 (Taiwan) Dolana OdraOstroleka (Poland) SEWA (UAE) Meghnaghat II Unique (Bangladesh) T4A Tadmax (Malaysia)and Zainskaya (Russia) etc.

HYDRO

To support the development of pumped hydro storage solutions in India books a 500 MWKundah PSP Project at Tamil Nadu

Your Company has been selected by Megha Engineering and Infrastructure Limited (MEIL)to supply and commission four 125MW fixed speed pumped storage turbines-generatorassociated auxiliaries for the new Kundah hydropower plant in India.

This greenfield project is part of the initiatives supported by the Central Governmentof India to significantly increase hydropower resources locally including pumped hydrostorage solutions. The policies are intended to ensure sustainable and flexible energyproduction during peak demand periods and consequently reinforcing grid stability in thecountry. This new plant will be operated by the state government utility Tamil NaduGeneration and Distribution Corporation Limited (TANGEDCO).

First virtual acceptance test of a Hydro Reduced Scale Model Turbine

Few months after the booking of the contract to rehabilitate the 218 MW Angathydropower plant Philippines and despite the complications caused by the COVID-19pandemic the Hydro team successfully performed a virtual acceptance model in August 2020in Grenoble France.

Usually the hydraulic design validation of a model test is organized physically withthe customer in our hydraulic laboratory in Grenoble. The impact of the global pandemiccrisis has led our team to rethink their ways of working. That's why they proposed toAngat Hydropower Corporation (AHC) - our customer that the team conduct the test virtuallyusing our GE's digital tools such as multiple Teams sessions video stabilizer and GEbox. After long discussions and a strong commitment to innovative thinking the customeraccepted this new validation process. It was the first time for our team and the customerthat such a virtual validation was organized for a hydro model test.

After the virtual factory acceptance test achieved in Sorel Tracy in June this newmilestone demonstrates that "digital" is more than just a word in Hydro. It'spart of its DNA.

Now that the hydraulic design is validated the real size turbines will be manufacturedand progressively installed in the coming three years at Angat power plant located 30 kmNorth of Manila Philippines. Once fully rehabilitated the plant will be able to generate4% more energy (227 MW vs 218 MW currently).

Sucessfully executed 200 MW retrofit order for NHPC

Two units of the Chamera II hydropower plant in India were recently connected to thegrid by your Company's Hydro India site after successfully executing the retrofit orderfor National Hydroelectric Power Corporation Limited (NHPC). The units are runningsmoothly since synchronization and are able to generate 100 MW each.

The scope of this retrofit order included the design the manufacturing and the supplyof new stator components with the replacement of the stator core and winding for Units#1& #2 as well as the dismantling of existing machines installation boxing-uptesting and commissioning of generating units for the power station.

Despite the COVID-19 pandemic the execution planning was strictly respected and theproject team supported by the engineering supply chain and construction &commissioning teams in Brazil and India was able to complete the supply installation andcommissioning of the two units on time.

Idukki project completed successfully

Your Company gained the renovation and modernization order for 1st Stage (3x130 MW) ofIdukki hydro electric power station in 2016 one of the most prestigious and importantpower house in the state of Kerala that meets 8-14% of electricity demand of the state.

Your Company's scope included renovation and modernization of 3 units designdismantling of existing components supply erection and commissioning of new systems i.e.excitation governing vibration monitoring control and protection for power house andswitch yard DCDB MV and LV system cooling water system refurbishment of rotor polesheat exchangers instrumentations piping electrical equipment cables and firefightingsystem.

Being an R&M project it was important to keep the plant in operation and executethe work without impacting the generation schedule as Idukki is a big power station onsouthern grid involving interstate power transmission to Tamilnadu and Karnataka. YourCompany successfully executed the job and synchronized the 3 units in March 2019 January2020 and July 2020 on full load of 130 MW.

Your Company's teams left no stone unturned in delivering the project on time despitethe pandemic situation. In the last quarter of 2020 the team delivered the balance worksas per schedule with microplanning phase-wise commissioning and close co-ordination withcustomer.

Customer KSEBL appreciated your Company for its execution excellence and ontime projectcompletion.

The success of Idukki project strengthens your Company's position in Indian market forhydro renovation and modernization field.

WAY FORWARD

As coal is likely to remain the mainstay of India's energy mix for the foreseeablefuture it's imperative that making coal power more efficient cheaper and more flexibleto support renewable integration are going to be a key future asks from the Indian coalpower plants.

Several steps in this direction have already been taken by the Government such asadopting supercritical technology coming out with new stricter norms for SOx NOx PM water consumption for thermal power plants and deploying Perform Achieve and Trade (PAT)scheme for energy efficiency improvements across key energy intensive sectors andImplementing SCED scheduling pilot project by POSOCO. It is only expected that these wouldgo through a full implementation phase in coming years creating substantial opportunitiesin the power sector. Given the need to balance the growing environmental concerns with theobjective of providing affordable power to its citizens it is important for India tomanage coal plants with a holistic approach. There are cases where plants are strongcandidates for an efficiency improvement or for flexible operations and for these casesan integrated approach to address emissions with flexibility/ efficiency retrofit isneeded.

Such specific solutions along with leveraging latest digital technologies will ensurecoal-based power plants will continue to be the mainstay of India's power system for asustainable long run supplying affordable and reliable power to all Indian citizensmeeting the current as well as future growth aspirations of India.

With focus of Governments on renewables addition to the grid there will be increaseddemand for hydro pumped storage market. Your Company's experience in pumped storage overthe years gives us an opportunity to address this market. The Company will continue towork for business opportunities that meet the requirements of economic results consideringthe overall risk-reward profile.

The main scope for Gas business in legal entity is being the centre of excellence forthe contracts signed by Go-to-Market entities and we are principally supporting executionof the projects globally for engineering procurement and construction resources. Whilefor projects that are being project managed from the legal entity we work on behalf of thecontracting entities.

DIRECTORS

The Board of Directors in compliance with Section 161 ofthe Companies Act 2013 andthe rules made thereunder (‘the Act') read with the Articles of Association of theCompany and upon recommendation of Nomination and Remuneration Committee appointed:

1. Mr. Mahesh Shrikrishna Palashikar (DIN 02275903) as an Additional Director andNon-Executive Chairman w.e.f. 27 May 2020 liable to retire by rotation. His appointmentwas subsequently approved by the members of the Company in its 28th Annual General meeting(AGM) held on 10 September 2020.

2. Mr. Vijay Sharma (DIN 06700052) Chief Financial officer as an Additional Directorand Whole-time Director of the Company w.e.f. 30 May 2020 liable to retire by rotation.

3. Ms. Kamna Tiwari (FCS-7849) as Company Secretary of the Company w.e.f. 22 October2020.

4. Mr. Yogesh Gupta (DIN 01393032) as an Additional Director and Whole-time Directorof the Company w.e.f. 16 December 2020 liable to retire by rotation and also as ChiefFinancial Officer of the Company w.e.f. 16 December 2020.

In compliance with Sections 196 and 203 of the Act read with Schedule V and otherapplicable provisions of the Act and the Articles of Association of the Company and uponrecommendation of Nomination and Remuneration Committee the Board of Directors in itsmeeting held on 26 May 2020 appointed Mr. Vijay Sharma as Whole-time Director of yourCompany for a period of 3 years from 30 May 2020 to 29 May 2023 subject to the approval ofthe members and such other approvals as may be required which was subsequently approved bythe members of the Company in its 28th Annual General meeting (AGM) held on 10 September2020.

Further in compliance with Sections 196 and 203 of the Act read with Schedule V andother applicable provisions of the Act and the Articles of Association of the Company andupon recommendation of Nomination and Remuneration Committee the Board of Directors inits meeting held on 10 December 2020 appointed Mr. Yogesh Gupta as Whole-time Director ofthe Company for a period of 3 years from 16 December 2020 to 15 December 2023 subject tothe approval of the members and such other approvals as may be required. His term as anAdditional Director is scheduled to end in the ensuing AGM.

Pursuant to Section 149 of the Act and Regulation 25 of the Listing RegulationsIndependent Directors viz. Dr. Uddesh Kumar Kohli (DIN 00183409) and Mr. Arun KannanThiagarajan (DIN 00292757) were re-appointed at the 27th Annual General Meeting held on 23July 2019 for second term of 5 consecutive years up to 24 July 2024 and Ms. Neera Saggi(DIN 00501029) was appointed at the 24th Annual General Meeting held on 29 July 2016 fora period of 5 consecutive years up to 13 June 2021.

The Board upon recommendation of Nomination and Remuneration Committee in its meetingheld on 14 April 2021 recommended to the shareholders for re-appointment of Ms. NeeraSaggi as an Independent Director of the Company for a second term of five years witheffect from 14 June 2021 to 13 June 2026 not liable to retire by rotation.

The Board recommends re-appointment of Mr. Mahesh Shrikrishna Palashikar as Directorwho is liable to retire by rotation in the ensuing AGM and re-appointment of Ms. NeeraSaggi as an Independent Director and appointment of Mr. Yogesh Gupta as Whole-timeDirector of the Company liable to retire by rotation. Mr. Yogesh Gupta will continue toserve as Chief Financial Officer of the Company in addition to his Whole-timeDirectorship.

The aforesaid Directors being eligible offers themselves for reappointment.

All the three Independent Directors have declared that they meet the criteria ofindependence as laid down under the Act/Listing Regulations/any other applicable law alongwith a declaration of compliance of Rule 6 of Companies (Appointment and Qualification ofDirectors) Rules 2014 as amended from time to time. The Independent Directors havecomplied with the Code for Independent Directors prescribed in Schedule IV to the Act. TheIndependent Directors are not liable to retire by rotation. Further the Company has inplace the Code of Conduct for Directors and senior management personnel. The Company is inreceipt of disclosures from Directors and senior management personnel with respect toadherence of the aforesaid code during FY 2020-21.

The particulars in respect of directors seeking appointment/ reappointment as requiredunder Regulation 36(3) of Listing Regulations and Secretarial Standard on General Meetings(SS-2) issued by the Institute of Company Secretaries of India forms part of the CorporateGovernance Report. Pursuant to the provisions of Sections 152 160 and any otherapplicable provisions of the Act and the Listing Regulations inter-alia basis theperformance evaluation their expertise in specific functional areas backgroundcontribution towards Company's performance etc. and as per the recommendation of theNomination and Remuneration Committee the Board recommends theirappointment/reappointment.

Mr. Sanjeev Agarwal (DIN 07833762) was appointed as Whole-time Director for a period ofthree years from 30 May 2017 to 29 May 2020 by the Board of Directors of the Company. Dueto personal and unavoidable circumstances he expressed his desire not to seekreappointment and his tenure came to an end on the closing hours of 29 May 2020.

Mr. Vishal Keerti Wanchoo (DIN 02776467) Chairman superannuated from the GE Group andaccordingly resigned from the position of Chairman & Non-Executive Director of theCompany with effect from 27 May 2020.

Mr. Pradeepta Puhan (FCS - 5138) resigned from the position of the Company Secretaryof the Company w.e.f. closing hours of 29 July 2020 due to his resignation from the GEGroup.

Mr. Vijay Sharma (DIN 06700052) Chief Financial Officer was appointed as Whole-timeDirector for a period of 3 years from 30 May 2020 to 29 May 2023 by the Board of Directorsof the Company. He resigned from the position of Whole-time Director & Chief FinancialOfficer w.e.f. closing hours of 05 October 2020 due to his resignation from the GE Group.

The Board places on record its appreciation for the valuable contributions made by themduring their tenure.

GE SHARE PURCHASE PLAN

GE Share Purchase Plan is an international program offered to employees part of GEGroup in various countries. The Company offers Share Purchase Plan (hereinafter referredto as ‘GE Share Purchase plan') of its ultimate holding Company i.e. General ElectricCompany to the employees of the Company. Eligible employees have the option to purchaseshares (up to 10% of the basic salary or as may be specified in the extant GE SharePurchase plan) of General Electric Company USA (GE Shares) by electing a monthly amountto be taken out of their pay. GE Shares participants also receive a 15% Company match ontheir elected contributions. There is no holding or lock-in period on the shares receivedand they may be sold or transferred at any time.

The GE Share Purchase plan had been approved by the members of the Company in the 27thAnnual General Meeting held on 23 July 2019.

SHIFTING OF REGISTERED OFFICE

The Registered Office of the Company stands shifted from The International V Floor16 Marine Lines Cross Road No. 1 Off. Maharshi Karve Road Churchgate Mumbai - 400020to Unit No 211-212 2nd Floor The Capital G Block Plot No. C-70 Bandra Kurla ComplexBandra East Mumbai - 400051 w.e.f. 01 April 2020.

MEETINGS OF BOARD AND ITS COMMITTEES

The Board meets at regular intervals to discuss on Company/business's policy strategyand financial results apart from other Board business. The Board/Committee Meetings arepre-scheduled and a tentative quarterly/half yearly calendar of the Board and CommitteeMeetings is discussed and finalized by the Directors in advance to facilitate them to plantheir schedule and to ensure meaningful participation in the meetings. The maximuminterval between any two Board Meetings did not exceed one hundred and twenty (120) days.

Your Company has the following mandatory Committees:

Audit Committee (AC)

Nomination and Remuneration Committee (NRC)

Corporate Social Responsibility Committee (CSR)

Stakeholders Relationship Committee (SRC)

Risk Management Committee (RMC)

The details of composition/change in composition meetings and attendance at themeetings of Board and its committees namely AC NRC CSR SRC and RMC held during the FY2020-21 and its terms of reference are provided in Corporate Governance Report which formspart of this Report.

The Secretarial Standard on Meetings of the Board of Directors (SS-1) and theSecretarial Standard on General Meetings (SS-2) issued by the Institute of CompanySecretaries of India have been duly complied.

In order to further strengthen the Corporate Governance practices in the Company andmaintain the corporate culture of conscience and consciousness towards shareholders andother stakeholders the Board has formulated following non-mandatory committees during theFY 2020-21 with focus on strategy innovation sustainability gender diversity etc. tohelp concentration on key areas thereby enhancing the Board processes.

Strategy & Innovation Committee Inclusion & Diversity Committee SustainabilityCommittee

The details of the aforesaid Committees forms part of the Corporate Governance Report.

AUDIT COMMITTEE

Your Company has an Audit Committee of the Board of Directors in place. The terms ofreference of the Audit Committee are in line with Section 177 of the Act and the ListingRegulations as amended. There were no recommendations made by the Audit Committee whichwere not accepted by the Board. There were no frauds reported by Auditors of your Companyunder sub-section 12 of section 143 of the Act for the FY 2020-21.

NOMINATION AND REMUNERATION POLICY

Your Company has in place a Nomination and Remuneration Policy to ensure that the Boardand top Management is appropriately constituted to meet its fiduciary obligation tostakeholders to identify and determine the integrity qualification expertise andexperience of persons who are qualified to become Directors or who may be appointed insenior management and/or as Key Managerial Personnel of the Company. This policy inter-alialays down the guidelines relating to appointment and remuneration for Executive DirectorsNon-Executive Directors/Independent Directors Key Managerial Personnel and SeniorManagement.

Nomination and Remuneration Policy of the Company can be accessed atwww.ge.com/in/ge-power-india-limited

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations the Non-ExecutiveNon-Independent Director and the Executive Directors of the Company were evaluated by theIndependent Directors of the Company in a separate meeting of Independent Directors heldduring the year. The formal annual evaluation of the Board as a whole Chairman of theCompany Committees of the Board namely Audit Committee Stakeholders RelationshipCommittee Corporate Social Responsibility Committee Risk Management Committee andNomination and Remuneration Committee and all the Directors were undertaken in the Boardmeeting. More details on the same including the evaluation mechanism are provided in theCorporate Governance Report which forms part of this Annual Report.

AUDITORS AND AUDIT REPORT Statutory Auditors

The Statutory Auditors of the Company M/s B S R & Co. LLP Chartered Accountants(Firm Registration Number - 101248W/W-100022) were appointed at the 24th Annual GeneralMeeting of the Company to hold office for a term of five (5) consecutive years until theconclusion of the 29th Annual General Meeting of the Company. The tenure of the StatutoryAuditors will come to an end in the ensuing AGM. Further in compliance with Section 139141 142 of the Act read with Companies (Audit and Auditors) Rules 2014 as amended uponrecommendation of the Audit Committee the Board of Directors have appointed DeloitteHaskins & Sells Chartered Accountants (FRN - 015125N) for a term of 5 consecutiveyears from the conclusion of the ensuing 29th Annual General Meeting to the conclusion ofthe 34th Annual General Meeting i.e from FY 2021-22 to FY 2026-27 subject to the approvalof the members of the Company at the ensuing AGM.

Cost Auditors

Pursuant to Section 148 of the Act your Directors on the recommendation of the AuditCommittee appointed M/s Shome & Banerjee Cost Accountants as Cost Auditors of yourCompany for the FY 2021-22 to carry out the cost audit for the applicable business at aremuneration of RS. 300000/- (Rupees Three Lacs only) plus applicable taxes andreimbursement of out of pocket expenses. A Certificate from M/s Shome & Banerjee CostAccountants has been received to the effect that their appointment as Cost Auditors of theCompany would be in accordance with the limits specified under Section 141 of the Act.

As required under the Act the remuneration payable to the Cost Auditor is required tobe placed before the members of the Company in the general meeting for ratification.Accordingly the Board of Directors of the Company recommends to members the ratificationof the remuneration payable to M/s Shome & Banerjee Cost Accountants for the FY2021-22 at the ensuing Annual General Meeting.

The Cost records as specified by the Central Government in compliance with sub-section(1) of section 148 of the Companies Act 2013 is being duly maintained by the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act your Directors appointed M/sHemant Singh & Associates Company Secretaries to undertake the Secretarial Audit ofyour Company for FY 2020-21. The Secretarial Audit Report in Form MR-3 for FY 2020-21 isannexed as ‘Annexure B' to this Report.

Further in compliance with Regulation 24A of Listing Regulations Annual SecretarialCompliance Report for the year ended 31 March

2021 issued by M/s Hemant Singh & Associates Company Secretaries is annexed as‘Annexure C' to this Report. The same was filed with stock exchanges (BSE & NSE)on 25 June 2021.

There were no qualifications reservations observations or adverse remarks made by theAuditors in their report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

I. in the preparation of the annual financial statements for the year ended 31 March2021 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

II. such accounting policies have been selected and applied consistently and made suchjudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at the end of the financial year 31 March2021 and of the profit of the Company for that period;

III. proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

IV. the annual financial statements have been prepared on a going concern basis;

V. internal financial controls have been laid down and followed by the Company and thatsuch internal financial controls are adequate and are operating effectively; and

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

SUBSIDIARIES/SPECIAL PURPOSE COMPANY

GE Power Boilers Services Limited (‘GEPBSL') is a wholly owned subsidiary of theCompany. It is a non-material non-listed Indian subsidiary. It was initially engaged inthe business services related to boilers. From the year 2005 it only has some ‘otherincome'. The aforesaid subsidiary did not have any business operations during the year.During FY 2020-21 GEPBSL had a total income of RS. 40.2 million (Previous Year : RS. 0.1million) along with Profit after tax of RS. 31.4 million (Previous Year : Loss of RS. 4.7million). As at 31 March 2021 GEPBSL's accumulated losses of (RS. 13.5 million) haveeroded its paid- up equity capital of RS. 3.4 million.

Your Company has a Special Purpose Company ('SPC') in the name of Alstom Systems IndiaPrivate Limited. The role of your Company in the SPC is limited only to equityparticipation not exceeding 5% (not exceeding RS. 80 million) and that of ALSTOM TransportS.A. is 95% or more. Your Company is not responsible for the execution and day to daymanagement of the transport operations specific to this SPC.

In compliance with the first proviso to sub-section 3 of section 129 of the Act astatement containing salient features of the financial

statement of Company's subsidiary for FY 2020-21 in the prescribed format Form AOC-1 isas under :-

 

Part A Subsidiaries (Rs. in Million)

Name of the subsidiary The date since when subsidiary was acquired Share capital Reserves and surplus Total assets Total liabilities Invest ments Turnover Profit/ (loss) before taxation Provision for taxation Profit/ (loss) after taxation Proposed Dividend Extent of shareholding (in %)
GE Power Boilers Services Limited 31-10-2002 3.4 (13.5) 0.8 10.9 - 36.5 5.2 31.4 100

Reporting period for the subsidiary is same as holding Company's reporting period i.e.from 1 April to 31 March. The above-mentioned subsidiary is not a foreign subsidiary andits reporting currency is Indian Rupee (H).

Part B Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures - Not applicable

PROMOTER SHAREHOLDING

Name of the Promoter entity i.e. Alstom India Tracking BV changed to GE Power IndiaTracking B.V. w.e.f. 15 April 2020. Further name of the Promoter entity changed from GEPower India Tracking B.V. to GE Steam Power International BV w.e.f. 14 October 2020. Thesaid promoter holds 46102083 equity shares constituting 68.58% of the paid-up capital ofthe Company.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with provisions of Section 129 of the Act and Listing Regulations asamended your Company has prepared Consolidated Financial Statements in accordance withthe requirements of Ind-AS Rules. The Audited Consolidated Financial Statements along withthe Auditors' Report thereon forms part of this Annual Report.

Further as per the fourth proviso of Section 136(1) of the Act Audited FinancialStatements of the subsidiary Company have been displayed on the website of the Companyviz. www.ge.com/in/ge-power-india-limited

Members interested in obtaining a copy of audited financial statements of thesubsidiary Company may write to the Company Secretary of the Company.

VIGIL MECHANISM

Your Company is committed to best Corporate Practices based on the principle oftransparency accountability fairness and integrity to create long term sustainable valuefor its stakeholders. Your Company has in place Vigil Mechanism (Ombuds and Open ReportingProcedure) to provide an avenue to all Stakeholders to report concerns whether actual orpotential about integrity violation or violation of law. The Company provides adequatesafeguard to the Concern Raiser. If a Concern Raiser faces any retaliation as a result ofreporting a Concern or supporting an investigation the aforesaid Procedure providesadequate provision to report the incident to the Chairman of the Audit Committee. Inaddition your Company has adopted an internal Code of Conduct namely ‘The Spirit& The Letter'(‘S&L') which is followed by anyone who works for or representsGE which includes your Company. During the year 40 stakeholders' complaints

were received out of whicRs. 36 complaints have been resolved to the satisfaction ofthe complainants. Out of the total resolved complaints 50% of the complaints wereconfirmed.

The aforesaid policies are available on the Company's website viz.www.ge.com/in/ge-power-india-limited

FIXED DEPOSIT

The Company has not accepted any deposits and as such no amount of principal orinterest was outstanding as at the end of FY 2020-21.

CREDIT RATING

Summary of the credit rating obtained by the Company during FY 2020-21 is providedbelow: -

Name of the credit rating agency ICRA Limited
Date on which the credit rating was obtained 29 January 2021
Long Term rating Revised from AA- to A+. The outlook on the long-term rating is Stable
Short- Term rating Revised from A1+ to A1
Reasons provided by the rating agency for a downward revision The reason behind downward rating inter-alia includes increase in debtor levels decline in the surplus cash balances inherent funding requirements in the initial years of execution of some major orders being executed at present subdued thermal and hydro power industry deferment of future order inflows in the emission control systems segment [primarily flue gas desulfurisation (FGD) orders] due to adverse impact of the pandemic supply chain challenges and financing challenges faced by the thermal power generation sector.

ENVIRONMENT HEALTH AND SAFETY (EHS)

For your Company safety health and well-being of employees contractors and customersare of prime importance. Your Company is governed by its EHS directives and instructionsto protect itself and its stakeholders. EHS process is managed in accordance with thehighest standards and from time to time these standards are evaluated. Your Companyfollows ‘Zero Tolerance Policy'. In addition to this every stakeholder is authorisedto ‘Stop Work' when there is a potential threat of individual injury / illness orhaving chances of property damages. All locations have well-equipped healthcare facilitiesand arrangement for emergencies. Employees at all levels are given trainings so that theyhave an understanding of EHS requirements and build a culture of safety and well-being.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis is presented in a separate section which formspart of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report is presented in a separate section which forms part ofthis Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Your Company had placed an Inter-Corporate Deposits (ICDs) with GE Power BoilersServices Limited and GE Power Systems India Private Limited. During the year GE PowerBoilers Services Limited paid off RS. 33.75 million of the given ICD amount and GEPower Systems India Private Limited paid off complete outstanding of RS. 550 million. Thedifferential portion with respect to GE Power Boilers Services Limited has been providedfor in the books of the Company. Particulars of the ICDs given are provided in Note no. 16of the Notes to Standalone Financial Statements which forms part of this Annual Report.The rate of interest for aforesaid ICDs were in the range of 7.19% p.a. to 8.70% p.a. Allthe ICDs were granted in compliance with Section 186 of the Act. The aforesaid ICDs weregranted for business purposes only.

During FY 2021-22 your Company acquired 3000000 equity shares of RS. 10 each of NTPCGE Power Services Private Limited (NGSL) constituting 50% of NGSL's paid-up share capital.NGSL is a 50:50 Joint Venture between NTPC Limited and the Company. It is engaged in therenovation and modernization of existing power plants with primary focus on thermal powerplants. NGSL has also ventured into FGD supply installation and subsequent Operation& Maintenance of thermal power plants.

Particulars of investments made by your Company during FY 202021 have been provided inNote no. 7 of the Notes to Standalone Financial Statements which forms part of this AnnualReport. Your Company has not given any Guarantee during the FY 2020-21 except asspecified in the notice of ensuing Annual General Meeting.

RELATED PARTY TRANSACTIONS

During the FY 2020-21 Related Party Transactions as defined under Section 188 of theAct and the Listing Regulations as amended were at arm's length and in ordinary courseof business. Your Company has in place a Related Party Transactions Policy. During the FY202021 your Company entered into material related party transactions as defined underthe Listing Regulations and the Related Party Transaction Policy of the Company whichwere duly approved by the members of the Company in the 28th Annual General Meeting.

Omnibus approval for related party transactions (at arm's length and in ordinary courseof business) which were foreseen and repetitive in nature was obtained from the AuditCommittee. All the related party transactions entered during the year were at arm's lengthand in ordinary course of business. During the period under review your Company did notenter into any Related Party Transaction which may be considered material in terms ofSection 188 of the Act and thus disclosure in Form AOC-2 is not applicable to the Company.

After the closure of the Financial year and before the approval of this Directors'Report the Company entered into a Related Party Transaction with GE Power Systems GmbHfor acquiring 50% equity shares in NTPC GE Power Services Private Limited at arms-lengthbut not in ordinary course of business. However this not being a material contract orarrangement or transactions at arm's length basis disclosure in Form AOC-2 is notapplicable for this transaction also.

The disclosures pertaining to transactions with Related Parties in compliance withapplicable accounting standards have been provided in Note no. 38 of the Notes toStandalone Financial Statements.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings & outgo as stipulated under Section 134(3)(m) of the Act is annexed as‘Annexure D' to this Report.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors of your Company has laid down a Risk Management Policy for theCompany. Accordingly risk management framework has been implemented which helpsidentifying elements of risks inherent to the business pertaining to tendering activitiescontract execution operational and financial management environment health and safetyreputation and image currency fluctuation compliance etc. The framework of InternalFinancials Controls (IFC) and the system of Internal Audit complements the Policy byscientifically identifying scoping and mapping risks to significant businesses profitcenters and functional areas. Risk matrices that map controls against risks in each areaare evaluated periodically. There exists an objective rating criteria for observations andtime bound mitigations that are monitored. Every unit and function is required to deploythe control measures and ensure timely reporting. In the opinion of the Board none of theabove-mentioned risks threaten the existence of your Company.

REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Company is an equal opportunity provider organization that consciously strives tobuild a work culture that promotes the dignity of all employees. In compliance with theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the rules made thereunder the Company has in place a policy on Sexual Harassment atworkplace. The Company has complied with the provision relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules made thereunder. During FY2020-21 the Company conducted awareness programs remotely covering employees at itsvarious locations in respect to sexual harassment at workplace. No case was reportedrelating to sexual harassment during the FY 2020-21.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Board of Directors of your Company is satisfied with the internal financial controlprocess with reference to the financial statements. Internal control environment of theCompany is reliable with well documented framework to mitigate risks. A detailed analysisis provided in the Management Discussion and Analysis.

ANNUAL RETURN

In accordance with the Act the annual return in the prescribed format is available athttps://www.ge.com/in/ge-power-india-limited/ reports-financials

PARTICULARS OF EMPLOYEES

The information as required under Section 197 of the Act in respect of employees of theCompany is annexed as ‘Annexure E' to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed against your Company by theregulators or courts or tribunals during the FY 2020-21 impacting the going concern statusand your Company's operations in future.

MATERIAL CHANGES AND COMMITMENTS IF ANY OR ANY OTHER MATERIAL EVENT HAVING AN IMPACTON THE AFFAIRS OF THE COMPANY.

The changes and commitments affecting the financial position of the Company which haveoccurred between the end of FY 2020-21 and on the date of the report are given below:

COVID-19

India went into a state wise lockdown due to COVID 19 pandemic starting on 20 April2021 in Mumbai which was then followed by many other states going through the samesituation. As a result of the pandemic and the actions taken to prevent its spread thepower industry was impacted by crisis as was your Company. The pandemic and consequentlockdown has resulted in disruption in operations at Company's factories at Durgapur andNoida as well as at various project sites. However both the factories and most of thesites are operational now with limited operations due regard to the safety and socialdistancing protocol prescribed by the regulators. Your Company is actively working tooffset the impact and is taking all possible steps to sustain its business. Your Company'stop priority remains the health and safety of its employees contractors and communities.Your Company is taking all precautions safety and social distancing measures andimplementing all applicable guidelines issued by Central State and localauthorities/licensing authorities across its operations/offices for prevention andcontainment of COVID-19. Your Company will continue to follow therecommendations/advisories as may be issued by the relevant authorities.

As your Company is transiting back to work the guidelines set forth strictexpectations and a checklist for site opening and operations to protect employees andcontractors. The guidelines focus on four key elements of transitioning: Establishing aCOVID-19 leadership team and Safety Operating Plan at the outset; planning and preparingfor employee return; Ensuring the ongoing safe site operation consistent with COVID-19protections and establishing contractor and visitor protocols.

During the crisis period the Company has shown tremendous commitment towardsmaintaining essential services. Various initiatives taken by the Company are:

• Continued operations in factories/project sites with limited capacity:

Durgapur factory located in West Bengal received permit to restart withrestrictions on 21 May 2021. The factory started operations witRs. 50% of its capacitywith all precautions in place.

Automation & Control factory in Noida was operating on critical businessrequirement basis in last couple of months with limited capacity. Apart from deliveringCyber Security & R&D projects for global teams the team was also able to conductonline factory acceptance test of some of the critical Indian power plant including exportproject to Tajikistan.

Work at project sites at various locations operations witRs. 50% capacity.Workmen numbers have been increased to a certain level with consideration of COVID - 19requirements. The Company was facing some challenges in rallying skilled labour as many ofthem had left for their home state but now with betterment of situation gradually thelabourers are coming back.

The office in Noida remained closed but productive with employees workingfrom home. Exceptional cases were approved where work from home was not possible.

• Assistance in finding hospital beds - Employee Resource Group assisted GEemployees and their declared dependents to find critical support needed such as findinghospital beds oxygen concentrators plasma from COVID recovered patient medicines fortreatment of COVID-19 ventilators etc. on a best effort basis

• Ambulance Services (Stan Plus - RED911) - Available 24X7 PAN India foremployees and their declared dependents

• COVID-19 Diagnostic Testing Support - Blood/RT PCC Testing (Pan India) HomeSample Collection by Apollo

Procure and distributed 150+ oxygen concentrators for employees

Tie up witRs. 1Mg an online portal to deliver medicines at employees'doorsteps

• Help with Teleconsultation - enabled COVID-19 teleconsultation through Marsh& GE Doctors' Network - available to all GE Employees and their dependents. Tie-upwith Practo on tele-consultation with the employee and family

• Home Isolation setup - There are constraints in home isolation for COVIDpatients so your Company partnered with hospitals to provide isolation stay

• Vaccination Drives organized - Noida Durgapur Kolkata various Projectsites

• Re-imbursement policies for your Company's employees:

Vaccination - Reimbursement up to 2 doses for all eligible employees

Broadband for employees working from home

One-time Home office set up assistance - One-time reimbursement for homeoffice set up (Furniture [Ergonomic chair & Desk] High speed broadband installationPrinter UPS for Router / workstation Changes required in lighting arrangements)

• Policy Actions: Introducing Caregiver leave - This is a temporary leavecategory being introduced for employees taking care of their immediate family.

• Employee Voluntary Fund-Raising - While the Company's insurance partnershave been supporting fully there have been some extraordinary medical care requirementsduring this second wave of the pandemic. Your Company received several requests foradditional financial assistance from its employees as they deal with this unprecedentedmedical crisis.

• COVID Safety: Employee Open Hour - A weekly open house to help provide acredible and clear source of information including health support available as well asaddress any specific question you may have.

Your Company like the rest of the economy has been impacted by the crisis and theshutdown of its production facilities. Even as phased commencement has begun theevaluation of impact is constantly being updated as the situation unfolds. Meanwhile theCompany has assessed the impact of any delays and inability to meet contractualcommitments and has taken appropriate actions such as engaging with the customers in lightof the current crisis and invoking of the force- majeure clause. Because long termcontracts represent a significant portion of the business' volumes and backlog there areno impending risks of impairments due to short-term changes in profitability as per thecurrent assessment. The impact experienced has been more related to changes in the timingof sales and other key indicators from one period to another. Due to the pandemic likethe rest of the economy your Company's financial resources have come under strain and theimpact has been felt on the revenue margins and cash flow. The negative flows caused byCOVID-19 may get mitigated by the end of the fiscal year 2021-22 if the situation doesnot prolong. Your Company had to take credit and in case of need there is further creditavailable to meet temporary needs for cash. The impact on accounting estimates have beenduly incorporated to reflect the new/changed economic variables.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility and inclusiveness are part of the Company'ssustainability strategy diversity efficient resources management and engaging ourinternal and external stakeholders in the process of sustainability as part of the overallagenda. Through employee volunteering sustainability goals and CSR efforts your Companyhas endeavoured to prioritise commitment towards sustainable and inclusive development.

Your Company's CSR projects during the year were driven to touch lives of thecommunities in which the Company operates and therefore the focus has been on projectspromoting healthcare education women empowerment employability enhancing vocationalskills and environmental sustainability.

Key initiatives which your Company has been engaged in FY 2020-21 are as follows:

COVID-testing Kiosks

Your Company undertook infrastructure and developmental initiatives in partnership withUnited Way Delhi towards the pandemic COVID-19. The objective of the initiative was toease the State Government in collecting the COVID-19 samples by maintaining the safe andhealthy social distancing norms between the patient and doctor in the current pandemic.The project aims to enhance the sample collection process and speeding the entire processby installing five 16-gauge aluminium section a portable testing booth in medicalpremises in few cities of Uttar Pradesh to initiate safe sample collection/testing betweenpatients and doctors in the situation of COVID-19.

Preventive Healthcare to rural community through Mobile Healthcare Unit

In Durgapur (West Bengal) your Company deployed mobile Medical Health Units (MHU) inpartnership with Helpage India to provide basic healthcare to the people and cater to theessential healthcare needs enhance the health status and create awareness amongst theunderprivileged and needy senior citizens in remote villages. MHU equipped with a doctorpharmacist and medicines visits nearby tribal villages and provides essential diagnostictests free medication preventive health care checks. The team conducts health relatedactivities including COVID awareness during their visits. During FY 2020-21 the projectserved more than 8000 beneficiaries in Durgapur.

Community Development Initiatives

Your Company also focused on promoting education environmental sustainability andmaking available safe drinking water programme by partnering with Swami Vivekananda VaniPrachar Samity (SVVPS). In 4 tribal villages of Durgapur i.e. Moldanga Fuljhore UpperFuljhore Adibashipara and Kathaldanga your Company undertook projects to provide basicnon-formal education to 114 tribal children. Further to ensure environmentalsustainability & provide alternate avenues of employment generation a project torejuvenate a pond for fruit farming and pisciculture at Kathaldanga have also beenundertaken. This project also focused on construction of community centre installation ofsolar streetlight and drinking water facilities at Ghatak Danga & Upper FuljhorAdibasipara.

Upskilling the Construction workers for better job opportunities

Your Company undertook programme on sustainable income generation and livelihoodsupport in partnership with Construction Industry Development Council (CIDC) acrossproject sites in India. This skill development initiative would upskill over two thousandworkers engaged in the construction industry enhancing their employability quotient andmaking India more competitive in the comity of nations.

Narrowing the digital divide during COVID-19

Your Company undertook a project to narrow down the challenges posed by the ongoingpandemic. With online schooling a fair section of the underservedgovernment-school/NGO-schools students are facing difficulties in continuing theireducation due to lack of access to digital devices and internet connection. In partnershipwith United Way Delhi we aim at bridging this gap and ensuring holistic and qualityeducation for the needy students in Noida Uttar Pradesh. This project aims to provideDigital education support for 160 students along with Internet connection data packagesfor 1 year to ensure smooth access to online classes an additional warranty of 1 year onmanufacturing defects and accidental damage has been given by the Company.

Empowering and enabling girls to the leadership role through STEM Education

Your Company has undertaken a project in partnership with United Way Delhi that aims toliberate those socio-economically disadvantaged girls who have entered professionaleducation despite various challenges and lack relevant exposure skills and role models intheir community. This project aims to help these young girls navigate through thecomplexities of corporate life and break the glass-ceiling. The Company's initiativeprepares them for leadership roles thereby creating a wider talent pool for India Inc andhelping bridge the gender divide. For the initial stage the program proposes enrolling 30girl students around Noida Uttar Pradesh.

Contribution to PM-CARES Fund to help the nation fight the Pandemic

During the year your Company contributed towards PM-CARES Fund to help the nationfight the pandemic and express our solidarity with the nation's efforts.

Overview of CSR spends during FY 2020-21

In compliance with the provisions of Section 135 of the Act your Company hasconstituted a CSR Committee and has made spendings towards aforementioned CSR activitiesduring FY 2020-21. The Annual Report on CSR activities is annexed as ‘Annexure -F' tothis Report.

INVESTOR EDUCATION & PROTECTION FUND (lEPF)

Pursuant to Section 124(5) of the Act read with the lEPF Authority (Accounting AuditTransfer and Refund) Rules 2016 (‘the Rules') all unpaid or unclaimed dividends arerequired to be transferred by the Company to the lEPF established by the CentralGovernment after the completion of seven years. In accordance with the aforesaidprovisions RS. 3092040/- was transferred to lEPF Authority in respect ofdividend for FY 2012-13.

Pursuant to Section 124(6) of the Act such shares in respect of which dividend hasremained unpaid or unclaimed for seven consecutive years shall be transferred to Demataccount maintained by lEPF Authority. In accordance with the aforesaid provisions 22847equity shares of the Company were transferred to the Demat account maintained by lEPFAuthority.

The dividend accruing on 143268 equity shares (already transferred to lEPF as on 31March 2020) was credited to the account of lEPF Authority.

Details of year wise amount of unpaid/unclaimed dividend lying in the unpaid accountwhich are liable to be transferred to the lEPF Authority and the due dates for suchtransfer form part of the notes to notice of ensuing Annual General Meeting of theCompany.

As on 31 March 2021 11023 equity shares were eligible to be transferred to IEPFAuthority after 31 August 2021. Accordingly the Company vide letter/email dated 28 May2021 has already written to such shareholders to claim dividends which standunpaid/unclaimed for the last seven consecutive years i.e. since FY 2013-14 on or before31 August 2021. Thereafter the dividend for the year mentioned above shall be transferredto the IEPF and the corresponding eligible shares shall also be transferred to demataccount maintained by lEPF.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report of the Company is annexed as ‘Annexure G' tothis Report.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to thank all its shareholders valuedcustomers banks Government and statutory authorities investors and stock exchanges fortheir continued support to the Company. Your Directors wish to place on record their deepsense of appreciation for the committed services by employees. Your Directors acknowledgewith gratitude the encouragement and support extended by the valued shareholders and thePromoters of the Company.

For and on behalf of the Board of Directors
Mahesh Shrikrishna Palashikar
Place: Gurugram Chairman & Non-Executive Director
Date: 22 June 2021 (DIN 02275903)

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