The Directors are pleased to present the 66th Annual Report together with the auditedfinancial statements of the Company for the financial year ended March 31 2022.
| || ||( Rs millions) |
|Particulars ||Year ended March 31 2022 ||Year ended March 31 2021 |
|Sales and Services (Net) ||30659.5 ||34523.7 |
|Operating Profit before Finance Cost ||(1410.0) ||1452.4 |
|(As percentage of gross sales) ||(4.6%) ||4.2% |
|Finance Cost ||386.5 ||593.6 |
|(Loss)/Profit before Tax and exceptional items ||(1796.5) ||858.8 |
|Exceptional items ||1101.7 ||(34.6) |
|Less: Tax Expense ||198.6 ||(290.2) |
|(Loss)/Profit after Tax ||(496.2) ||603.2 |
|Other comprehensive income ||72.3 ||108.7 |
|Balance brought forward from previous year ||7142.0 ||6430.1 |
|Profit available for appropriations ||6718.7 ||7142.0 |
|Dividend Paid ||0 ||0 |
|Corporate Dividend Tax ||0 ||0 |
|Balance carried forward ||6718.7 ||7142.0 |
Financial results for the year ended March 31 2022 are in compliance with the IndianAccounting Standards (Ind-AS) prescribed under Section 133 of the Companies Act 2013.
In view of loss incurred during the year and to conserve cash and maintain liquiditythe Board of Directors decided not to recommend dividend for the Financial Year 2021-22.
The Dividend Distribution Policy of the Company is in line with the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The policy is available onyour Company's website at https://www.ge.com/in/ge-td-india-limited.
The financial year under review was a challenging year for India's power sector with amixed bag of challenges and opportunities. After the slow start to the financial year2021-22 when the opportunities started to unfold in the market the competition gotintensified pushing many companies to pick orders on low margins. However your companycontinued to stay selective in order booking and kept our focus on long termprofitability. Along with winning new opportunities the operational excellence ofprojects was an equal area of focus. Your company commissioned 21 AIS and GIS bays/Substations in financial year 2021-22 strengthening the Nation's transmission networkand adding new capacity into the grid.
2021 wasn't an easy year for your company majorly because of two reasons: first thecontinued impact of Covid 19 and second its contribution to supply chain disruption andcommodity inflation. Early turbulences from the brewing Russia-Ukraine conflict alsoamplified the impact. However even during those turbulent times your company kept ontirelessly delivering for its customers and continued to support them through theirgreatest challenges. On financial front your Company's overall performance was primarilyimpacted due to steep increase in commodity prices. But your company stayed focused oncash and reduced borrowings.
During COVID-19 Wave-2 people needed more support than earlier. The Companyunderstanding the need of the hour extended support to employees wherever required goingbeyond limits and bounds. Employees volunteered on multiple platforms to help colleaguesand their families.
Despite the challenges of COVID-19 Wave-2 during the financial year 2021-22 the GDP ofthe country for the financial year 2021-22 grew at the rate of ~8.9%. The peak powerdemand surged to ~203GW in July 2021. This was the first time India crossed ~200GW loadmark ~17.6 % higher than in July 2020. A total of ~14 GW of Renewable Energy generationwas added into the grid in financial year 2021-22.
The Government of India (GOI) has consistently shown continuous support by announcingProduction Linked Incentives (PLI) in the Power sector. The Government revised its targetof 450GW to 500GW of Renewable Power by the end of 2030. The policy boost via Electricity(Amendment) Act 2020 is part of the efforts being made to achieve this empoweringvision.
Performance in Green Energy Corridor TBCB Market
The Tariff Based Competitive Bidding (TBCB) packages are a significant market in thePower sector. Doing business with TBCB developers has been a great growth factor for theCompany. The TBCB opportunities were launched after the COVID-19 Wave 2. However due tovarious reasons the opportunities were delayed and pushed to the next financial year.Despite the TBCB market opportunities that were slow in materializing your Company hadmajor Order Intake in the market on Project and Product Routes amounting to MINR 2250.Major orders are listed as below.
400kV Switchyard at Koppal substation from RENEW POWER (TBCB Developer)
400kV Switchyard at Gadag substation from RENEW POWER (TBCB Developer)
400kV Transformer reactor package at Koppal substation from RENEW POWER (TBCBDeveloper)
AIS Switchgear products at various substations from EPC & developers.
Grid automation CRP packages from various TBCB Substations (Ramagarh OsmanabadAligarh) via various EPC viz. KPTL KEC and TATA Projects.
Projects for 20 GW are further lined up in Madhya Pradesh and Rajasthan for evacuationof renewable power via Green Energy Corridors (GEC). As the market unveils further yourCompany will continue to keep a tab on the projects and upcoming opportunities.
Continuous focus on Neighbouring countries
In financial year 2021-22 significant business was done with neighbouring countriesBhutan Nepal Bangladesh and Sri Lanka with ~ 2818 MINR order intake coming from theneighbouring countries. The Bhutan market has been a great support for India with regardto order intake and margins.
Order from Bhutan Power Company (BPC) for Chumdo 200/66/33kV GIS Substations order from Bhutan Power Company (BPC) Dagapaela 220/33 AIS Substations orderfrom Bhutan Power Company 33 kV GIS Samcholing substation. order via Hitachi220/33kV GIS Bays at Bhutan Power Company GEDU substation order via Andritz forHydropower plant 245kV GIS Bays at MADHYA BHOTEKOSHI JALAVIDYUT (3X34 MW HEP) ordervia Sterling & Wilson for PGCB Kaliakore 400kV AIS CBR/ ITR package order fromBhutan Power Company (BPC) 400kV AIS CBR/ITR package
These overseas market orders not only gave a boost to the order intake but it alsobrought desired profitability to the Company. This also eased the pressure on yourCompany's factories and production.
Enabling via Digitalization & Service Markets
Digital Automation and Digital Service Techniques continue to pick momentum in thePower sector market. Post COVID-19 digital initiatives are proving to be the best outcomefor running and maintaining substations remotely with digital technology. Impacts of theCOVID-19 Pandemic made the Power sector realise the need for secured and reliableautomation in the grid. Automated and Upgraded Grids is the answer. Your Company iscontinuously evolving its Automation and Service solutions to bring more orders in thebasket. Secure automation and Remote maintenance are the need of the hour. Your Company'srobust and reliable cyber secured solutions has won customer confidence. These secureorders have taken your Company's installed base to the next level.
SCADA & ADMS package control Center for Tata Power Central OdishaDISCOM(TPCODL)
SCADA & ADMS package control Center for Tata Power South Odisha DISCOM(TPSODL)
SCADA & ADMS package control Center for Tata Power Western Odisha DISCOM(TPWODL)
SCADA & Energy Management System (EMS) Load dispatch center upgrade at TATASteel Limited
Various KPTCL substations - supply & retrofit of relays in existing 220KVSubstations
Control and Relay Panes (CRP) at RUMS 1500 MW Substations via ASHOKA buildcon
Control and Relay Panes (CRP) at TANTRANSCO Velgatoor 400kV Substation
Control and Relay Panes (CRP) at APTRANSCO Various substations
Control and Relay Panes (CRP) at Arunachal Pradesh 132kV substations
HALDIA 400KV GL 316 Analytics based BREAKER health study
KEVADIA-M4 maintainence-400KV GIS
400KV generator retrofitting circuit breakers with latest Circuit breakers Acontinued focus on this market in 2022-23 and beyond is sure to further build yourCompany's strength.
Some more of the significant and important orders from various Transmission Companiesare as following:
PGCIL MJ21TR01 6 X 500MVA 765 kV ICTS Transformer Package
PGCIL MJTR22 6 X 500MVA 765 kV ICTS Transformer Package at Fatehgarh
SMS- GETCO Kalawad 420 kV GIS
PGCIL-NIRJULI IMPHAL Supply of 145 kV GIS
SMS- GETCO Bhildi 245/72.5 kV GIS
Torrent power-245kV GIS at Gandhinagar Substation
Renew Power-Bikaner Rajasthan 400 kV Switchyard at 300MW Renewable power plant
KSEB-Conversion of 110 kV AIS to 110 kV GIS at Shoranur
Renew Power-Bikaner Rajasthan 400 kV 150MVA Power transformers at 300MWRenewable power plant
Power Sector- The Growth Trajectory
Power sector growth has been majorly seen in all three areas Generation Transmissionand Distribution. Most of the new energy generation being added is a renewable power(Solar and Wind). With a robust power grid in the country India's target is to absorbmore and more renewable power in the grid. Owing to the renewable power generationresources like wind solar hydro the grid would require a mix of fuels for sustainablegrid operations. This is possible only with the use of technologies like STATicsynchronous COMpensator (STATCOM) and Flexible AC transmission system (FACTS) solutions inthe Grid. The Government of India plans to implement the advanced technologies in the gridin places where the renewable power generation is happening in abundance like inRajasthan/Gujrat etc. The Company has placed itself well in FACTS technologies which isan integral part of your Company's growth plans.
Power Transmission business continued to remain subdued in year 2021-22 also due to thesecond wave of COVID-19 pandemic which delayed the tendering and decision on TransmissionTBCB packages which are now expected to take place in 2022
- 2023. In the transmission sector the growth is majorly due to dedicated Green EnergyCorridors (GEC) being built to carry renewable power from generation centres to loadcentres. Many of the bigger size plants are being integrated at 765/400 kV level. This isa niche area to play in for your Company. In financial year 2021-22 Green EnergyCorridors (GEC) segment contributed the Highest Order Intake along all product lines.Along with Green Energy Corridors states are also strengthening their transmissionnetworks and interconnections to accept the use of renewable energy.
Distribution segment is a tough challenge to overcome in India's power sector.Government and regulators have been focussing on and monitoring the health of DISCOMscontinuously. Despite the stimuli package given to the sector in financial year 2020-21the debts are mounting ever higher in DISCOMS thereby creating poor financial health forDISCOMs and making it difficult to fund them by National and International Financialinstitutions like ADB WORLDBANK etc. Government of India is taking steps likeprivatization of DISCOMs and upgrading technologies and processes via private funding.Your Company is consistently monitoring and playing in the segment via its grid automation(IED Relays CRP BCU
. Etc.) and via software solutions product line technologieslike ADMS SCADA OMS GIS etc...
Spotlight on Sustainable Clean Energy
Currently in the Indian arena ~27.5% of Power Generation installed base is Renewableas on March 31 2022. In financial year 2021-22 the share of actual Renewable PowerGeneration in megawatt hours was 12.82% (excluding large HYDRO) compared to ~10% infinancial year 2020-21. It is a major leap for renewable power generation. Looking intothe progress the target to reach 50% of power generation through non-fossil fuels by 2030looks achievable. Government commitment to reduce CO2 emission and greenhouse gases inCOP21 is a motivating factor to tap more into renewable power and absorb it in the grid.
Make in India (MII)
In 2020 renewable power suffered a blow with just ~7 GW of solar and wind in the grid.As a major Power sector investment boost Rs 250 Billion is allocated to SolarEnergy Corporation of India (SECI) and to Indian Renewable Energy Development Agency(IREDA) to boost renewable schemes in the country. To support the share of domesticmanufacturing in the renewable sector starting April 1 2022 Basic Custom Duty (BCD) of40% is being imposed on solar panels and 25% on solar cells.
To give a larger share to domestic manufacturing in the Country's T&D sector TheDepartment for Promotion of Industry and Internal Trade (DPIIT) and Ministry of Financehas imposed certain restrictions on import from countries sharing land borders. To ensurea secure environment and cyber secured products in the industry the GOI has defined a newpolicy of testing all the communicable/smart products being imported to counter andprevent Trojan Horse like vulnerabilities.
For creating financial support in the Transmission sector Transmission AssetMonetization and DFI creation has been put in place to increase the investments in thesector. This makes the projects more bankable and helps in financing income-generatinginfrastructure projects like intra-state transmission schemes.
The budget has announced the launch of a Hydrogen Energy Mission for generatinghydrogen from renewable energy sources (Green Hydrogen). In financial year 2021-22 policyhas been pushed towards the establishing of green hydrogen run industry and transport.This will lead to continuous push on Green Power Generation as source for green electronsresulting in more Green Energy Corridors (GEC). Digital drive In Utilities &privatization of State DISCOMS will attract more investments and projects. Productionlinked Incentive (PLI) schemes and continued Make in India (MII) push will drive Capex andexpansion projects in industries increasing demand and upgradation of electricityinfrastructure in industries.
Services: Handling of aging grid assets requiring upgrades supported with latesttechnology
A substantially profitable business was uninterruptedly delivered by the Servicesbusiness through execution with consistent growth in volume & margins during thefinancial year 2021-2022. The competence developed over the years in renovation andmodernization projects helped the Company remain successfully competitive in the marketand efficiently overcome challenges often associated with such projects. We have also seensignificant growth in our base load i.e. Installed Base business throughout the year.
2021 has been an even more challenging year because of the second wave of Covid-19 anddue to exorbitant hike in raw material prices which extensively impacted the RenovationModernization and Bay Extension (RME) business as India was under a partial lockdown fromMarch 2021.
Amidst adversity of the Covid-19 pandemic in 2021 Services team of your company did asplendid job of clinching the competitive deal of the LTMC [Long Term MaintenanceContracts] orders from Tata Motors Limited to carry out 24x7 O&M activities at theirChikhali (Pune) and Sanand (Ahmedabad) Plant. The duration of the contract is for 3 years.
In the month of June 2021 the KPCL Retrfoit project was awarded to your company byKPCL for 5.3 M$ order value. Major supplies were ensured to be completed in 2021. Thisproject is current in its peak of execution.
September 2021 was a month of great achievement for the Services team when the Companyreceived 5.2-million-dollar order from Sardar Sarovar Narmada Nigam Limited for"Supply of spares and works (including services as an OEM for carrying out Majormaintenance (M4) of 400kV Gas Insulated Switchgear (GIS) (15 bays with CB + 3 Bays withoutCB) at Riverbed Powerhouse (RBPH) of SSHEP Kevadia Colony. This order has been result oflong perseverance strong relationship and customer trust on your Company's Services team.
Towards the end of the Calendar Year' 2021 your Company received the order from SutlejJal Vidyut Nigam Limited for retrofitting of the 02 nos. 420kV GIS System of the NathpaJhakri Hydro Power Station
Package (W) which is a true effort of Services team convincing customer forretrofit of installed base.
With lot of complications and with the highest degree of precision the charging of the400 kV GIS bay for the PGCIL Kanpur was successfully completed in March 2022 whicheventually brings upon a lot of future business opportunities. With this the Servicesbusiness of your Company could demonstrate its competence of executing highly complicatedprojects as well.
A great synchronised effort by the Services and transformers team Baroda led to thecommissioning of the first of its kind 220 kV Variable Shunt Reactor (manufactured by GELTI) at AEML (Adani energy Mumbai Limited) EHV Sub-Station Gorai Mumbai in March 2022.The commissioning was done a month before the contractual date of commissioning agreedwith the Customer.
Provisional acceptance or TOC (Taking Over Certificates) for all the three Sites of theDVC Jharkhand Project was received in the financial year 2021-2022 viz - Dhanbad inSeptember 2021 Giridih in January 2022 and Jamshedpur in March 2022. The Taking OverCertificates against the same has been received from the Customer along with appreciationsfor being the best in EHS Quality and Accident-free sites. The Services team successfullycompleted one of the major projects DVC Ramgarh in Q1 2021 with Margin upliftment from18% to 25.5% and received significant LD waiver from the Customer. TOCs for the three outof five Sites [Barjora Burnpur and Durgapur] of the DVC West Bengal Project were receivedin December 2021.
Network Consultancy Services successfully conducted multiple studies of solar/wind/hybrid plants and dynamic studies for validation of the model as per CEA 2019guidelines for various developers like Adani Green Mahindra Susten L&T in India.Also secured order for complete power system study of the power plant and steel plant(existing & proposed) in Bellary from JSW.
Fulfilling Promises Year after Year
Your Company's experience of more than 33 years in turnkey project execution continuesto help it in reaching new landmarks in operational excellence year after year. YourCompany's dedicated project management team efficiently supported by engineeringsourcing procurement finance HR and other support functions is always focused ondelivering commitments honouring time schedules and successfully fulfilling projects forcustomers and other stakeholders.
Your Company successfully commissioned 24 AIS and GIS substations therebystrengthening the Nation's transmission network and enabling the addition of new capacityinto the grid. In doing so the Company achieved the critical milestone of chargingsubstations for its list of esteemed customers which includes PGCIL Odisha PowerTransmission Corporation Limited (OPTCL) Kerala State Electricity Board (KSEB) AdaniTransmission Limited (ATL) Uttar Pradesh Power Transmission Corporation Limited (UPPTCL)West Bengal State Electricity Transmission Company Limited (WBSETCL) HMEL and others.
Furthermore your Company also played a role in strengthening the transmission networkin our neighbouring country Bhutan by charging the substations for BPC (Bhutan PowerCorporation).
During the year under review your Company demonstrated its expertise by commissioningGE's 1st 765 kV GIS substation for PGCIL at Phagi as part of Rajasthan SEZ Part-AProject which aims to create evacuation infrastructure from upcoming wind and solarenergy projects in Rajasthan. The supplied 765 kV GIS bays were fully manufactured at yourCompany's Padappai factory near Chennai in Tamil Nadu and is a great example of Make inIndia.
Your Company also commissioned 400/220/132 GIS Substation for UPPTCL at Hardoi RoadLucknow which is now the 2nd largest substation in Lucknow poised to play a key role insolving the load shedding problem. Your Company also commissioned 765kV AIS and 400kV GISBays at Bhuj for PGCIL which involves very complex interfaces and logics.
The Company while adhering to all COVID-19 guidelines ensured that customerdeliverables are given utmost priority and went on to achieve major milestones bysuccessfully commissioning the critical 220 kV GIS bays at Bikaner for Saurya Urja's 300MW plant and also charged 400kV GIS bays at PGCIL Tuticorin 132 kV GIS bays at WBSETCLManbazar and 220 kV GIS bays at DVC Burdwan.
All of your Company's operations in India including manufacturing projects servicesand automation are certified for Integrated Quality Management System. This reinforcesthe quality of the processes of the Company and their compliance
Environment Health and Safety
The Company is committed to protecting its people and the communities in which itoperates through its Environmental Health and Safety (EHS) excellence fundamentals andsystems. The Company aims to continuously improve its EHS systems as an integral part ofits operational strategy. EHS excellence is core to what the Company does and fundamentalto who we are.
The Company strives to provide and promote a safe and healthy working environment byusing natural resources and energy in a sustainable way so as to avoid adverse impact toemployees and contractors our customers the environment and the communities in which wedo business.
The primary objective of the Company is to prevent any harm or damage to peopleproperty and environment ensuring compliance with applicable regulations. Your Companyaims to promote the health safety and well-being of all its employees at the workplaceto achieve the ultimate goal of zero accident. We aim for and drive towards the highestEHS standards regulatory requirements training and operational practices to achieve onegoal of zero harm and thus showcasing world class programs and operations.
Your Company tracks EHS statistics training status incident data audit scoresub-contractor EHS performance legal compliance etc. real time through online tools likeGensuite Complyworks Nimonik Unifier and "ENHESA". EHS performance isregularly reviewed through an internal EHS operating review process by senior leaders ofGE's business within India and globally at the corporate level.
EHS is a shared responsibility everyone is held accountable and owns EHS. Our EHSprograms combine clear leadership commitment and accountability wherein all leadersright up to the CEO are in charge
Grid Automation Plant at Pallavaram achieves an important milestone of 3500 safeman-days and accountable for implementing the policy. The EHS program also encourages adeep and total empowerment of all employees by -
Ensuring allocation of adequate resources (e.g. budget time trainingprofessional
Preparing and ensuring safe systems of work. The core fundamental is to"Stop the work in case of any risky situations".
Looking for assistance and promptly reporting any events and deviations withregard to EHS.
Holding teams accountable to EHS performance and making EHS an essential partof the overall Company success.
All business units of Company are certified under the International Organization forStandardization Environmental Management
System (ISO 14001) and Occupational Health and Safety Management System(ISO45001:2018).
COVID-19 Safety Measures
COVID-19 Pandemic opened a new paradigm of safety measures. To combat COVID-19 yourCompany prepared a "Medical Response Plan" along with "Site ResumptionPlan" and ensured its strict adherence at all factories and sites. As a part ofpre-mobilization project managers supervisors and operations managers assessed theprotection measures as per the local stipulations and GE regulations and implemented thoseguidelines at their facilities.
All working areas were disinfected completely by regularly using safe disinfectantmediums. Wearing of face masks was made mandatory for all employees. Hand sanitizers witha touch-free mechanism were placed on all floors entry points common points and gatesand everyone entering your Company's work area was mandated to comply with the GE COVID-19site management process or was denied access.
Mandatory thermal scanning of everyone entering and exiting the unit premises wasperformed with a no-touch infrared thermometer. Separate isolation areas were identifiednear main entry gate. Visitors at site were discouraged unless it was essential tobusiness. Social distancing was made mandatory on sites by demarking. All deliveryvehicles conveyance vehicles and tools were sanitized at regular intervals.
New seating arrangements were put in place in canteens work location etc. formaintaining social distancing. Awareness among employees is being created through trainingsessions posters etc. To minimize the impact on our operations especially at factoriesthe Company mobilized the workforce by setting up temporary accommodation near ourfactories with due approval from the government.
As a testimony to your Company's commitment towards effective implementation ofaffirmative action policies during the year under review your Company was conferred withthe "Safety Innovation Award 2021: Energy Sector Thrust on Renewable EnergySector" organized by the Institution of Engineers India (IEI).
The Company received the award for its innovative safety management system. The awardrecognizes reliability good management practices compliance integrity and alignment tosafety environment and health standards.
Your Company's Hosur factory received EHS Excellence Silver Award and Padappai factoryreceived EHS Excellence Bronze Award from Confederation of Indian Industry (CII).
The Company also received "Certificate of Appreciation" from National SafetyCouncil of India (NSCI) for UPPTCL Sahupuri / Jehta projects and PGCIL Phagi site for theAssessment year 2021.
Your Company also bagged the EHS Appreciation certificates and letters from prestigiouscustomers like Doosan Adani Thermax OPTCL Azure Power GETCO DTL UPPTCL WBSETCLDVC PGCIL HPPTCL TATA Power THDC etc.
Human Resources Purpose: We touch the lives of our people and build world class talentsto enable the energy transition for humanity!
Your Company's Human Resources (HR) purpose is designed to make meaningful impact onthe lives of its people build world class talents support the execution of the businessstrategies and improve organizational effectiveness. HR efforts were well in-line todrive the desired culture as well as promote safety standards across our officesfactories and sites.
COVID-19 Wave 2 - Impact and Initiatives
The impact of Wave 2 of COVID-19 in 2021 in India was devastating. Company's businessoperations were impacted due to the severity of COVID-19 Wave 2.
Company's first and foremost priority is the health and safety of its employees and ofthe community in which it operates (offices factories and sites). Your Company has beenoperating its facilities in accordance with the advisories issued from time to time bythe central state and local governments including the prescribed hygiene and safetystandards and social distancing norms.
To safeguard the health and safety of employees and their families and to mitigate therisk on business operations from the impact of Wave 2 of COVID-19 a number of initiativeswere launched by your Company. These initiatives are stated below:
COVID-19 Vaccination Drives at Hosur Kolkata Paddapai Pallavaram Noidaand Vadodara Benefits and advantages of vaccination were clearly communicatedto employees thereby encouraging them to get vaccinated. Multiple doorstep vaccinationcamps were organised across locations. Participation of your Company's employees and theirfamilies in the COVID-19 vaccination drives (First and Second Dose) and their positiveresponse was overwhelming and it resulted in considerably reducing the impact of thePandemic.
Employee Resource Groups Employee Resource Groups (ERGs) weresetup across all regions to support employees and their families during medicalemergencies. Employees Resource Group consisted of employee volunteers medical doctorsand third-party partners with strong networks who themselves volunteered for this noblecause. These ERGs were very active during the hour of need and helped employees and theirfamilies on a best effort basis in arranging emergency medicines oxygen hospital bedsambulance and RT-PCR testing services.
Work from Home Assistance To support employees your Companylaunched one-time Work from Home Assistance policy. Under this policy one timereimbursement of expenses on home-office setup of up to Rs 30000/- was allowed. Thisone-time assistance allowed employees to purchase and setup ergonomically designed safehome office and IT infrastructure.
Hotel and Hospital Tie Ups Emergency medical services contractswere signed with hospitals across major locations to provide seamless and rapid servicesto employees and their families in case of medical emergency. Tie ups with hotels weredone to provide quarantine facilities.
Medical Teleconsultation - COVID-19 medical teleconsultation through GEMedical Center and vendor partners were organized and were made available to all employeesand their dependents. Employees and their dependents benefitted greatly from the medicalteleconsultation specially during the period when infection rates were high movement wasrestricted and it was unsafe to visit hospitals and medical clinics as they posed therisk of infections.
Ambulance Services and Medical Supplies Your Company partneredwith ambulance service providers in all major cities. 24 x 7 hours dedicated helpline waslaunched to support employees in booking ambulance services. Internal GE teams were formedto support requests from employees for critical medicines. Such critical medicines wereprovided in shortest time possible subject to availability with the help of vendorpartners.
Oxygen Concentrators - Oxygen concentrators were procured and distributedacross locations. The Oxygen concentrators were allocated to employees in need. Safetyguidelines and necessary usage instructions were provided by the Facilities Teams.
Employee Office Hours Regular sessions were conducted by yourCompany's doctors and by external medical doctors on all necessary information regardingCOVID-19 Pandemic. Reliable information was shared with employees which helped them tocope during the difficult situations. Dedicated Questions
& Answers sessions were organised to answer the queries of employees on thissubject.
Caregiver Leave COVID-19 Pandemic affected many lives directly andindirectly. To ensure that employees could take care of their dependants Caregiver LeavePolicy was rolled out temporarily. 10 days of leave was given to employees for taking careof their immediate family who were impacted by COVID-19. Caregiver Leave was over andabove the regular leave entitlements.
Salary Advance To help employees financially during the toughtimes salary advance policy was amended. Under this amended policy interested employeecould request and avail 6 months' basic salary. Agile process was established to releasesalary advances within 2 working days.
Support to Family of Deceased Employees To support the family ofthe deceased employees measures were taken like extending the medical insurance validitytill the end of the policy period funding the insurance portability for 1 year extensionof Employee Assistance Program (EAP) to family members of the deceased employee for 12months and an additional 25% of term insurance sum insured payment to the dependant ofthe deceased.
The commitment of employees helped the Company to restore the business operationsquickly and ensured safe return to work in-line with the Your Company and with all theregulatory guidelines. This overwhelming support and positive response from employeesreaffirms their commitment and dedication to the business. Your Company is committed toestablishing and maintaining effective health and safety standards and protocols acrossall its sub-businesses and at the same time delivering to its customer and client needs.
Employee Engagement initiatives remained a key focus area for the Company. Your Companyhas continued to drive with great rigor vigour and passion innumerable employeeengagement activities across all locations. A number of initiatives for employeeengagement activities were observed in your Company as stated below:
Culture and Engagement Pulse Survey - Every quarter the sentiments ofthe employees were pulsed through Culture and Engagement Survey conducted by vendorpartner. Employees shared their opinions and comments on various engagement drivers. Basedon the employees' sentiments areas of development were identified and duly acted upon.This survey also provided with an opportunity to people leaders to discuss upon the surveyresults with their respective teams and make actionable plans and execute them to improvethe overall engagement level of employees in the Company. The engagement score trendingupward across the locations was a clear indication of improved engagement level of theteams. Last year Engagement Score was 78 for Your Company which is one the bestscores in the industry. Pallavaram unit's Engagement Score was 85 which wasclearly the highest in Grid Solutions globally.
Grid Solutions Quarterly Townhall and MD & CEO Award
Grid Solutions Quarterly Townhall was the forum for the leadership team andall employees to come together and exchange business information on the topics likeEnvironment Health and Safety Finance HR Business Operations and Commercial. The MD& CEO award recognized efforts on quarterly basis of employees who went above andbeyond.
People Leader Engagement Workshop Engagement sessions for peopleleaders were conducted and upward insights (strengths and opportunities) from the teammembers were invited in the absence of the people leaders. Clear actions were made alongwith the timelines based on relevant insights. Later loopback sessions were organised forthe teams to share with them the actions taken on their insights especially on theopportunities.
In addition to this there were multiple unit specific employee and social engagementactivities organised throughout the year to boost employees' morale as stated below:
Quarterly Unit Leadership Townhall
Quarterly Employees' Newsletter
Round Table and 1-o-1 Meetings
Talent Acquisition - At GE we value unique identities diverse backgrounds andvaried experiences. Encouraging and embracing different voices and perspectives equips usto rise to the challenge of building a world that works for everyone. We celebrate ourpeople for who they are irrespective of their religious beliefs individual orientationgender or special needs. We are committed to fostering an inclusive culture whereineveryone feels empowered and motivated to do their best because they are acceptedrespected and included.
Talent Development Our process of talent development enabled the leaders toidentify the critical roles and top talents in each function and provided them withframeworks and tools to help align talent needs with Company's strategy. This was done byassessing rigorously on performance and demonstration of GE leadership behaviours. Otherparameters that were evaluated were retention risk loss impact domain knowledgefunctional capabilities succession pipelines intentional next role planning mentoringdevelopment and learning plans and creating talent flow. This allowed the Company tocarry out proactive actions for retention of key talents and building successionpipelines. Your Company had robust review sessions with business/function leaders wheretalents were discussed along with the action plan to develop and grow them in the role.Actionable tasks like job rotation stretch and bubble assignment and job enrichment wereimplemented to develop a stronger talent pipeline within the organization for criticalroles.
Competency Management - Competency mapping through the Integrated Talent Management(ITM) tool was initiated for Environment Health and Safety Commercial QualitySourcing Manufacturing Engineering and Project Management functions to develop talentby identifying the competency gaps. Emphasis was given on individual development plan tobridge the gaps.
Our aim is sustaining a Company culture based on GE's leadership behaviours of"Act with Humility Lead with Transparency and Deliver with Focus with a Commitmentto Unyielding Integrity".
To promote GE's leadership behaviours Company had launched new performance managementframework of People Performance and Growth (PPG). The process was designed toprovide greater transparency comprehensive evaluation of performance and growth areas byaligning performance and demonstration of the Leadership Behaviours to compensationoutcomes. Employee's performance ratings were derived by assessing priorities (What) andLeadership Behaviours (How). Employee seeks feedback from minimum of six colleagues to getinsights and ratings on the three Leadership Behaviours. The PPG framework has trulyhelped the Company in driving the desired culture supporting talent attractionengagement and retention and ensured that your Company's ways of working are stronglyconnected to business objectives.
Inclusion Diversity and Equality is a crucial pillar of your Company's culture and tofollow it in true spirit we are committed to investing in programs that focus on buildinga diverse and talented workforce.
Learning is the key to evolving and progressing. The Company is committed to its beliefin promoting a learning culture. To affirm the same multiple initiatives were launchedacross the units/product lines as below:
People Leader Development Framework People leaders play essentialrole in the Company in driving the culture and engagement. The framework aimed at takingthe feedback from the leadership people leader's direct reports regarding theexpectations from the people leaders. Based on the insights action plans were definedwhich included customized learning sessions for people leaders appointment of cultureambassadors and creation of focused groups for driving agenda on defined culture themes.
Large Transformer India (LTI) Learning Academy (Vadodara)-
LTI Learning Academy was started with a vision of enhancing the competencies ofemployees by inculcating a culture of continuous learning. Under the banner of LTILearning Academy the first program conducted was "Technical Learning Series".The complex process of manufacturing of the products and the stiff market competitionrequired our employees to continue to enhance their competencies through learning.
Change Management Interventions (Pallavaram and Vadodara) Thisintervention was launched to reinforce seamless collaboration and open dialogue culture.Under this intervention internal customers (all major business functions) were requestedto discuss exchange ASKs define shared vision and then sign-off change commitments withmutual agreements and make action plans which would help and lead to the success of theunits. The initiative also helped in promoting empathy improving say to do ratio andestablishing clear communication between the teams.
Learning Effectively through Assignments & Projects (Pallavaram) This initiative was launched to encourage employees to take up stretch assigned on thetopics of Safety Quality Delivery and Cost. This helped the employees to develop crossfunctional learning and exposure.
Workforce and Analytics
GE Workday a cloud-based HR enterprise management platform helped employees and peopleleaders to access information anywhere and anytime. This user-friendly platform helpsspeedy fetching of important data and reports allowing the business to quickly makeimportant people related decisions. The new platform has helped your Company to seamlesslydrive strategies on recruitment and talent management retention growth programs HR andpayroll compliances and benefits programs smoothly with efficiency.
Quality and Continuous Improvement
Your Company is committed on continuous improvement towards Business excellence. TheDeployment of Quality and Continuous Improvement initiatives have continued to progresswell with significant contribution to business results. Following are a few of theachievements/key actions realized through wholehearted participation of Your Companyemployees at all levels
1. Eighteen structured Process improvement actions including Lean Six Sigma Projectscontributing to significant operational performance improvement were successfullyexecuted.
2. Enhancing Continuous Improvement competencies at all levels was continued withrelevant trainings (Lean Problem Solving (8D/GE PSR etc.) Lean kaizen events andcoaching continuous improvement projects across the units to enhance the Quality andContinuous Improvement competencies of employees at all levels.
3. Grid Solutions Quality Suite a digital platform for NonConformity Management wasextended to Suppliers for effective supplier non conformity management. This Digitaltransformation using Quality Suite tool contributes towards Quality Improvement andfurther strengthens the Standardized and integrated quality event management systems.
4. All Indian plants participated in GE Renewable Energy President Kaizen weekconducted in October 2021. Multiple Kaizen improvements were implemented across units andkaizen events are being continuously conducted contributing to operational performanceimprovement
5. Turnkey business unit received memento from Kerala State Electricity Board (KSEB) Inrecognition of outstanding performance Dedicated Service and Contribution for SuccessfulCompletion and Commissioning of 220 kV GIS Kunnamangalm Substation.
6. Padappai High Voltage Switchgear plant received Q4 2021 GE South Asia President'sAwards for effective inventory management through lean initiatives which resulted in highcash flow sustained inventory and cash savings. This achievement clearly demonstrated thefocus and commitment towards driving best business value for our stakeholders.
7. World Quality Day was celebrated across all the units. Employee engagement programsto promote awareness and commitment to Quality focused on Root Cause Analysis Issueresolution and Continuous improvement were organized with active participation ofEmployees.
8. Hosur factory successfully completed qualification audit for Trans Grid Australiaconducted by Tata projects in December 2021.
9. Padappai factory successfully completed qualification audit for RETIE certification(RETIE: Electrical Installation Technical Regulation Resolution 90708) for Colombiamarket and RENEW Power Customers.
10. Power transformer Vadodara plant successfully completed the approval process forAustralia Power Link customer and was awarded with 125MVA 275/33kV transformer package(Power Link).
11. Power Transformer Factory in Vadodara delivered the biggest single phase 450 MVA525 KV Generator transformer export order to Malaysia which is first of its kind evermanufactured and tested successfully by Grid in India. The plant also executed its firstexport order to Bhutan Power Corporation 220 kV 40 MVA MPT much earlier than theContractual delivery commitment which indeed a strategic milestone to enter in Bhutan andfurther improves the competitiveness to capture broader market in South Asia. Continuingwith the export market arena the unit manufactured and tested 3*220 kV 115 MVA convertertransformer to Kyudenko customer in Ukujima Japan.
12. As a part of its association with energy transition in India Power TransformerFactory in Vadodara delivered 2*400 kV 150 MVA LPT to Renew Power for a solar project inBikaner in record-breaking wing-to-wing lead time of 185 days by executing significantimprovements across all functions.
13. Grid Automation Pallavaram plant implemented Automatic Functional Test Station(AFTS) for MVAAM11/21 Auxiliary relays and New VAX31 Trip circuit supervision relaysleading to improved Quality control reduced Test Cycle Time & Test Setup Time.
14. Hosur Plant implemented 3D Scanner for prototype manufacturing of CT Active part tocapture the critical CTQ parameters thereby reduce the product development lead time.
15. Padappai High Voltage Switchgear plant commissioned its Rooftop Solar Power Plantof capacity 700KWp during November 2021 which can generate 1 GW Per annum that meets 25%of overall annual energy need of the Plant.
Corporate Social Responsibility
Sustainable initiatives and social responsibility form an integral part of the Companythrough which the Company manages the business of today with the future in mind. YourCompany's Corporate Social Responsibility (CSR) activities reflect its philosophy ofhelping to build a better world and a more sustainable society. Over the years across allsites your Company has been engaged in several initiatives and has focused onstrengthening the marginalized sections of the community through multiple interventionssuch as healthcare access to clean drinking water infrastructure development supportfor persons with special needs skill development entrepreneurship programs and alsoduring the year under review COVID-19 Emergency Response Program. These programs arecarefully curated depending upon the needs of the community for the overall developmentand empowerment of the society.
COVID-19 Emergency Response
The Company has since the inception of lockdown and COVID-19 pandemic stepped up tosupport the country towards Emergency
Response. So far the Company has engaged in such support to Hospitals by way ofsupplying Hospital support kits frontline worker kits portable testing unitsventilators and monitors. In view of the ongoing second wave and the upcoming third waveof COVID-19 pandemic the requirement for further support from the Corporate Sector wasexpected. The programme aimed at providing necessary equipment and/ or deliveries whichare required in order to confront the COVID-19 pandemic in India. During the year underreview the Company provided two Intensive Care Unit (ICU) set ups to Holy Family hospitalin New Delhi through Implementation agency.
Schools and Children
Noida Uttar Pradesh
Your Company continued to support the first batch of Udayan Shalini Fellowship (USF)programme at Noida chapter. It is a programme which aims at providing financial supportand mentoring to girls from underprivileged sections of the society and are socially oreconomically challenged. The USF Programme supports girls over the course of their entirejourney from Class XI until completion of university or vocational training alongside anemployability module. The programme includes mentoring resource workshops multi-dayresidential camps and education on social issues. As part of the programme the Shalinisare also required to complete. The programme also has for the fellow shalinis wherein theyare required to complete 50 hours of obligatory social work.
During the year under review due to the pandemic two digital surveys were alsoconducted to assess the need of smartphones amongst the "Shalinis" enablingthem by way of providing smartphone to attend their classes and workshops online.
The details on CSR activities of the Company are provided in "Annexure A" tothe Directors' Report.
At the 65th Annual General Meeting members of the Company approved the appointment ofMr. Mahesh Shrikrishna Palashikar as a Director with effect from March 1 2021 liable toretire by rotation. In the same Annual General Meeting the members of the Company alsoapproved the appointment of Mr. Emanuel Esteban Nicolas Bertolini as director with effectfrom March 1 2021 liable to retire by rotation. In the course of the year under reviewMr. Emanuel Bertolini resigned from the Board of Directors of the Company with effectfrom October
1 2021. In view of external opportunity Mr. Gaurav M. Negi also resigned as Directorof the Company with effect from November 1 2021 as he decided to pursue career outsideGeneral Electric.
During the year under review the Board of Directors of your Company co-opted Mr.Rajendra Sheshadri Iyer as a director in non-Executive category to fill up the casualvacancy caused due to the resignation of Mr. Emanuel Bertolini. with effect from October1 2021. Your Company also co-opted Mr. Sushil Kumar (who was earlier appointed as ChiefFinancial Officer effective from October 1 2019) as additional director and Whole-timeDirector & Chief Financial Officer with effect from January 1 2022 for a period offive years. The aforesaid appointments were duly approved by members of the Company videPostal Ballot notice dated January 31 2022. Further Mr. Rajendra Sheshadri Iyer resignedas Director of the Company with effect from May 2 2022 as he decided to pursue otheropportunities outside General Electric company.
At its meeting held on May 20 2022 the Board of Directors co-opted Mr. Johan Bindeleas director in casual vacancy in place of Mr. Rajendra S Iyer in non-executive categorywith effect from June 1 2022.
In terms of section 152 of the Companies Act 2013 Articles of Association of theCompany Mr. Mahesh Shrikrishna Palashikar Director of the Company retires by rotationat the ensuing AGM and being eligible offers himself for re-appointment.
Necessary resolutions in respect of appointment/ re-appointment of the directorsmentioned above have been included in the notice convening the ensuing annual generalmeeting. Your directors commend their appointment/ re-appointment. The particulars inrespect of these directors as required under Regulation 36(3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 are also available in the Board ofDirectors' section in the report on Corporate Governance and the notice convening thesixty-sixth Annual General Meeting.
Key Managerial Personnel
As on March 31 2022 the following are the Key Managerial Personnel of the Company interms of the Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:
|Name ||Designation |
|Mr. Pitamber Shivnani ||Managing Director & Chief Executive Officer |
|M. Sushil Kumar1 ||Whole-time Director & Chief Financial |
| ||Officer |
|Mr. Manoj Prasad Singh ||Company Secretary |
1 Chief Financial Officer upto December 31 2021 and thereafter Whole-time Director& Chief Financial Officer w.e.f. January 1 2022
During the year ended March 31 2022 the Company incurred a loss in terms of section198 of the Companies Act 2013 due to lower revenue which resulted into lower recovery offixed expenses significant increase in commodity prices leading to increased raw materialcost on firm price contracts and other cost escalations on projects. The revenue of theCompany has decreased by 12% as compared to year ended March 31 2021 due to lower backlogand book and bill orders and delay in Customer projects.
The shareholders of the Company vide Notice of Postal Ballot dated January 31 2022had approved the appointment including remuneration of Mr. Sushil Kumar Whole-timeDirector & CFO. In view of loss during the financial year ended March 31 2022approval of Shareholders by way of special resolution is being sought in terms of SectionII to Part II of Schedule V of Companies Act 2013 for the payment of managerialremuneration of Rs 2824099/- (Rupees Two million eight hundred twenty four thousandninety-nine only) (including the contribution to provident fund or annuity fund andGratuity for the year) to Mr. Sushil Kumar Whole-time Director & CFO.
The remuneration paid to Mr. Pitamber Shivnani Managing Director & CEO during thefinancial year 2021-22 is already approved by the shareholders of the Company at the 64thAnnual General Meeting held on September 28 2020 in terms of Section II to Part II ofSchedule V of Companies Act 2013.
Shareholders of the Company at Annual General Meeting held on August 6 2021 hadaccorded their approval for the payment of remuneration by way of commission to such ofthe Non-executive Directors resident in India not exceeding in the aggregate 1% (onepercent) of the net profits of the Company in a financial year computed in the manner laiddown in Section 198 of the Act for each of the financial years of the Company commencingon or after April 1 2021 or Rs 10 Million (Rupees ten million only) in aggregatewhichever is lower and the same be paid to and distributed amongst such Director(s) ofthe Company but excluding the Managing Director(s) and/or Wholetime Director(s) as may bedetermined by the Board of Directors the amount proportion and manner of such paymentand distribution shall be as the Board may from time to time decide provided that noneof the non-executive Directors shall in any Financial Year individually receive anaggregate remuneration (excluding sitting fees) exceeding Rs 2.5 million (Rupees twomillion five hundred thousand only). In view of loss during the financial year ended March31 2022 approval of Shareholders by way of ordinary resolution is being sought in termsof Section II to Part II of Schedule V of Companies Act 2013 for the payment ofremuneration by way of commission of an amount of Rs 1150000/- (Rupees One million onehundred fifty thousand only) to each of the independent directors namely Dr. Kirit SParikh Mr. Rakesh Nath Ms. Neera Saggi and Mr. Sanjay Sagar for the financial yearended March 31 2022 and thereafter in the event of inadequacy of profits duringfinancial years 2022-23 and 2023-24 payment of remuneration by way of commission tonon-executive directors upto Rs 10 Million (Rupees ten million only) in a financial yearin aggregate provided that none of the non-executive Directors shall in any FinancialYear individually receive an aggregate remuneration (excluding sitting fees) exceeding Rs2.5 million (Rupees two million five hundred thousand only) as the Board may from timeto time decide.
Declaration by Independent Directors
All the independent directors of your Company have made a declaration to the Companythat they meet all the criteria of independence laid down under section 149(6) ofCompanies Act 2013 and regulation 16(1)(b) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.
Familiarisation Programme for Independent Directors
As part of its Familiarisation Programme for Independent Directors' your Companyfamiliarises independent directors with the Company their roles rights responsibilitiesin the Company nature of the industry in which the Company operates business model ofthe Company etc. Your Company aims to provide its Independent Directors insight into theCompany enabling them to contribute effectively.
The details of familiarization programmes may be accessed under the CorporateGovernance section of the website: http://www.ge.com/ in/ge-td-india-limited. During theyear under review Independent Directors were apprised on an ongoing basis in the variousBoard/ Committee meetings on macro-economic environment industry developments regulatoryupdates business overview operations financial statements update on statutorycompliances for Board members etc. In this respect presentations were made toIndependent Directors by the Managing Director & Chief Executive Officer Whole-timeDirector & Chief Financial Officer Company Secretary and other management personnel.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with section 134(5) of the Companies Act 2013 the Directors of yourCompany confirm that: the applicable Accounting Standards have been followed in thepreparation of annual accounts and that there are no material departures;
such accounting policies have been selected and applied consistently and thejudgments and estimates made are reasonable and prudent so as to give a true and fair viewof the state of affairs of your Company as on March 31 2022 and of the loss of yourCompany for the year ended on that date;
proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of your Company for preventing and detecting fraud and otherirregularities;
the annual accounts have been prepared on a going concern basis;
the internal financial controls to be followed by the Company have been laiddown and such internal financial controls are adequate and were operating effectively; and
proper system to ensure compliance with the provisions of all applicable lawshave been devised and such systems were adequate and operating effectively.
The Audit Committee of your Company comprises of Mr. Rakesh Nath as the Chairman Dr.Kirit S. Parikh Ms. Neera Saggi Mr. Sanjay Sagar and Mr. Mahesh S Palashikar as othermembers. Details in respect of the Audit Committee are provided in the CorporateGovernance Report forming part of the Directors' Report.
The Board at its meeting held on May 20 2022has further co-opted Mr. Johan Bindele asmember of the Audit Committee with effect from June 1 2022.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
Your Company has a "Vigil Mechanism (Ombuds & Open Reporting Procedure)"to provide an avenue to stakeholders including employees and directors to reportconcerns related to any actual or potential violation of law and The Spirit &The Letter Policies' including unethical practices incorrect or misrepresentation of anyfinancial statements and reports any claim of theft or fraud conflicts of interest andany claim of unfair employment practices.
Through this procedure employees are encouraged to raise integrity concerns and feelconfident that they can do so without any fear of retaliation.
The said policy may be accessed under the Corporate Governance section of the websitehttps://www.ge.com/in/ge-td-india-limited/.
NOMINATION AND REMUNERATION POLICY
In terms of the section 178 of the Companies Act 2013 and Part D of Schedule II ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 your Company has a Nomination and Remuneration Policy (NRCPolicy'). The aforesaid policy of the Company on director's appointment and remunerationincluding criteria for determining qualifications positive attributes independence ofdirectors and other matters is annexed as "Annexure B".
The policy is available at the website of the Company under the Corporate GovernanceSection and can be accessed at https://www. ge.com/in/ge-td-india-limited/.
PERFORMANCE EVALUATION OF BOARD COMMITTEES AND DIRECTORS
Your Company has a policy framework for evaluation of the Board of Directors. Pursuantto the provisions of the Companies Act 2013 and regulation 17 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Board has carried out the annual performance evaluation of the Directorsindividually including Independent Directors the Board as a whole and of its variouscommittees.
During the year under review the Independent Directors in terms of Companies Act 2013and regulation 25(4) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 carried out performance evaluation ofnon-independent directors Chairman of the Board and the Board as a whole based oncriterion of evaluation as approved by Nomination and Remuneration Committee.
Nomination and Remuneration Committee in terms of Companies Act 2013 also carried outevaluation of every director's performance.
The Directors expressed their satisfaction with the evaluation process.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Details as required under section 197(12) read with Rule 5(1) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is annexed as "AnnexureC".
A statement showing the names of employees drawing remuneration in excess of the limitsas set out in section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as"Annexure D".
As per provisions of Section 92(3) of the Companies Act 2013 the Annual Return of theCompany is hosted on the Reports & Financials section of your Company's website:https://www.ge.com/in/ge-td-india-limited/reports-financials.
MEETINGS OF THE BOARD AND ITS COMMITTEES
During the year under review fifteen meetings of the Board of Directors were helddetails of which along with details of Committee meetings are provided in CorporateGovernance Report forming part of the Directors' Report.
The Secretarial Standards as issued by the Institute of Company Secretaries of India(ICSI) as applicable have been duly complied with.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Particulars of investment made are detailed in Note 4 to the financial statementsforming part of the Annual Report. Your Company has not provided any loan guarantee orsecurities under section 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
In terms of Regulation 23 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 your Company has a RelatedParty Transactions Policy on dealing with Related Party Transactions. The policy may beaccessed under the Corporate Governance section of the website https://www.ge.com/in/ge-td-india-limited/.
In accordance with Listing Regulations the Audit Committee and the Board of Directorshave reviewed the Related Party Transactions Policy at their meetings held on March 82022. The Audit Committee has defined material modifications as an increase beyond 10% onamount approved by the Audit Committee/ Board / Shareholders as the case may be forRelated Party Transaction for each Related Party. Omnibus approval for related partytransactions (at arm's length and in ordinary course of business) which were foreseen andrepetitive in nature was obtained from the Audit Committee. All related party transactionsduring the year under review were on arm's length basis. The disclosures pertaining totransactions with Related Parties in compliance with applicable accounting standards havebeen provided in Note. 38 of the Notes to financial statements.
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") disclosures of transactions of the Company with GridEquipments Private Limited promoter Company holding 68.54% shares in the Company is asfollows
| || ||( Rs In millions) |
|Description ||March 31 2022 ||March 31 2021 |
|Interest ||Nil ||97.5 |
|Dividend Remitted ||Nil ||- |
|Borrowings ||Nil ||4000 |
|Repayment of Borrowings ||Nil ||5330 |
During the year under review your Company with the approval of shareholders enteredinto Related Party Transactions which may be considered material in terms of Section 188of the Companies Act 2013 and Listing Regulations. The disclosure of related partytransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC -2is provided as "Annexure E".
Further material related party transactions for financial year 2022-23 and upto thedate of sixty-seventh Annual General Meeting are detailed in the notice of the ensuingAnnual General Meeting of the Company for approval of the shareholders.
PREVENTION OF SEXUAL HARASSMENT (POSH)
In terms of "The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013" the Company has zero tolerance for sexual harassment atworkplace and has set up an Internal Complaints Committee at all its units in accordancewith the provisions of the said Act. No complaints of Sexual Harassment were reportedunder the said Act during the financial year under review.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016
There are no applications made by or against the Company or any proceedings pendingunder the Insolvency and Bankruptcy Code 2016 during the year ended March 31 2022.
During the year under review your Company did not have any subsidiary or associateCompany in terms of the Companies Act 2013.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo as prescribed under subsection 3(m) of section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are provided in "AnnexureF" which forms part of this report.
GLOBAL ENGINEERING OPERATIONS DIVISION (INDIA FOR GLOBAL)
Members are aware as reported last proposal to sell the Global Engineering OperationsDivision (GEOD) of the Company to GE India Industrial Private Limited (GEIIPL) by way ofslump sale for a purchase consideration of Rs 873 million was placed before theshareholders of the Company through a postal ballot notice dated February 4 2021.However the resolution for the proposed slump sale was not approved by the requisitemajority of non-related shareholders. Accordingly the Business Transfer Agreement betweenthe Company and GEIIPL stood terminated.
Subsequently in relation to short term non-exclusive contracts/ purchase orders forglobal engineering services with other companies in the GE Grid Solutions division outsideIndia the Company was formally notified that with effect from June 30 2021 laterextended to March 31 2022 no new contracts/purchase orders will be issued to the Companyin relation to those services and existing contracts/ purchase orders will lapse at theirexpiry date or be terminated by notice.
After exploring various options to reduce the impact of excess manpower and assetswithin the Company (including the adverse impact on employees pursuant to theirretrenchment) a new valuation exercise was undertaken and a second attempt at slump saleof the GEOD business to GEIIPL was initiated.
Based on the independent valuation done by M/s BDO Valuation Advisory LLP the fairnessopinion by M/s RBSA Capital Advisors LLP negotiations between the parties businessplans/ commercial reasons and nature of the transaction it was proposed to effect thisbusiness transfer at an arm's length price of Rs 1406 million to be received oncompletion of sale of GEOD business.
The Board of Directors of the Company at its meeting held on January 24 2022 accordedits approval subject to approval of shareholders of the Company to sell the GEOD businesstogether with the assets and manpower comprised therein along with its correspondingliabilities by way of a slump sale on an "as is where is" basis to GEIIPL for aconsideration of Rs 1406 million with agreed adjustment to the price
owing to alteration in the value of the working capital of the GEOD business as on theclosing date.
Later non-related Shareholders accorded its approval with requisite majority and thesale has been completed on March 31 2022.
In the previous Directors' Report it was informed that the Company has executed anagreement to sell its undertaking at Naini Allahabad to M/s Shirdi Sai ElectricalsLimited consisting of its rights in the leased land identified movable and immovableproperties as per the terms of the business transfer agreement executed in this regardsubject to such consents as may be required to close the transaction.
The Company continues to be in the process of consummation of the sale. Detailed noteis available in the Notes to Financial Statements.
The Board of Directors of your Company has constituted a Risk Management Committee interms of Listing Regulations to overlook the Risk Mitigation and Management of theCompany. Details of composition forms part of the Corporate Governance Report.
During the year under review the Risk Management Committee and the Board of Directorsof your Company reviewed the Risk Management Policy for the Company and has adoptedEnterprise Risk Management Policy. The Policy identifies elements of risks inherent to thebusiness pertaining to operational financial environment health and safety reputationand image currency fluctuation compliance cyber security etc. Every unit and functionare required to deploy the control measures and ensure timely reporting.
In the opinion of the Board none of the above-mentioned risks threaten the existenceof the Company.
INTERNAL FINANCIAL CONTROL
The Board of Directors of your Company is satisfied with the Internal Financial Controlprocess. Internal control environment of the Company is reliable with well documentedframework to mitigate risks. A detailed analysis is provided in the Management Discussionand Analysis Report forming part of the Directors' Report.
In terms of regulation 34 (3) read with Schedule V of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 Reports onManagement Discussion and Analysis and on Corporate Governance have been included in thisReport as separate sections. A certificate from M/s Deloitte Haskins & SellsChartered Accountants regarding compliance of conditions of Corporate Governance asstipulated in regulation 34 (3) read with Schedule V of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 has also beenincluded in the Annual Report.
BUSINESS RESPONSIBILITY REPORT
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015as amended the Business Responsibility Report describing the initiatives taken from anenvironmental social and governance perspective in the prescribed format has beenincluded in this Report as a separate section.
STATUTORY AUDITORS AND AUDITORS' REPORT
The members of the Company at its 65th Annual General Meeting (AGM) held on August 62021 appointed M/s Deloitte Haskins & Sells Chartered Accountants Firm RegistrationNo. 015125N as Statutory Auditors to hold office till the conclusion of 70th AGM atremuneration to be fixed by the Board of Directors.
The Auditors' Report for the financial year ended March 31 2022 does not contain anyqualification reservation or adverse remark. The Report is enclosed with the financialstatements in this Annual Report.
The maintenance of cost records as specified by the Central Government undersub-section (1) of section 148 of the Companies Act 2013 is required by the Company andaccordingly such accounts and records are made and maintained. The Cost Audit Report forfinancial year ended March 31 2021 of the Company was filed on September 1 2021 withinthe prescribed time under the Companies (Cost Records and Audit) Rules 2014.
In terms of the Companies (Cost Records and Audit) Rules 2014 your Company hasappointed M/s. Shome & Banerjee Cost Accountants as cost auditor of the Company forthe financial year ending March 31 2023 to audit the cost records of the Company relatedto the applicable products manufactured at its manufacturing facilities. The remunerationapproved by the Board is recommended for ratification by the members at the ensuing AGM.
As per section 204 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 your Company appointed M/s VKC &Associates Company Secretaries as Secretarial Auditor of the Company for the financialyear ended March 31 2022.
The Secretarial Audit Report from M/s VKC & Associates Company Secretaries for thefinancial year ended March 31 2022 does not contain any qualification reservation oradverse remark and is annexed as "Annexure G".
The Board of Directors expresses its gratitude to the employees of the Company fortheir commitment dedication and support in fulfilling Company's commitments to itscustomers and thereby contributing to the performance of the Company. They also expresstheir gratitude to various Government/ Statutory Regulatory authorities customersvendors Banks and members for their continued understanding and support and look forwardfor the same in the years to come.
| ||For and on behalf of the Board |
| ||Mahesh Shrikrishna Palashikar |
|Place : Gurugram ||Chairman |
|Date : May 20 2022 ||DIN: 02275903 |