The Directors are pleased to present the sixty-third annual report together with theaudited financial statements of the Company for the financial year ended March 31 2019.
| || ||(Rs millions) |
|Particulars ||Year ended March 31 2019 ||Year ended March 31 2018 |
|Sales and Services (Net) ||42188 ||43858 |
|Operating Profit before Finance Cost ||4010 ||4071 |
|(As percentage of gross sales) ||9.5% ||9.3% |
|Finance Cost ||664 ||883 |
|Profit Before Tax ||3346 ||3188 |
|Less: Tax Expense ||1219 ||1100 |
|Profit After Tax ||2127 ||2088 |
|Balance brought forward from previous year ||8646 ||6296* |
|Profit available for appropriations ||10773 ||8384 |
|Appropriations || || |
|Proposed Dividend ||461 ||461 |
|Corporate Dividend Tax ||94 ||94 |
|Balance carried forward ||10218 ||7829 |
*after restatement of Mar'18 balance by 817 million upon adoption of Ind AS 115
Financial results for the year ended March 31 2019 are in compliance with the IndianAccounting Standards (Ind-AS) prescribed under Section 133 of the Companies Act 2013.
The Dividend Distribution Policy of the Company is in line with the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015. The Policy is available onthe Company's website at http://www.ge.com/in/ge-td-india-limited.
Your Directors take pleasure in recommending a dividend of 90% (H 1.80 per share) forevery equity share of face value of H 2/- each for the financial year ended March 312019.
Sustained Leadership in a Competitive Market
During the year 2018-19 India's overall GDP growth was seen accelerating at 7.2%compared to 6.5% in the previous year. The Goods and Services Tax (GST) has also been apositive factor in the stabilization of economy. According to World Bank India willcontinue to be the world's fastest growing economy at the rate of over 7%.
This trend has also trickled down to the Indian power sector which is undergoing asignificant change that has redefined the industry outlook. Sustained economic growthcontinues to drive electricity demand in India. The Government of India's focus onattaining Power for all' has accelerated capacity addition in the country. At thesame time the competitive intensity is increasing at both the market and supply sides.Total installed capacity of power in India has increased to 356 Gigawatt (GW) as of March2019 a rise of 3.52% compared to 344 GW as on March 2018.
In 2018-19 India's thermal power sector witnessed considerable turbulence. While theindustry continues to face challenges on all fronts including a drop in the price ofrenewable energy shortage in coal supply and cash-strapped state distribution companiesthere are a few observable silver-linings too. Government initiatives such as SAUBHAGYAand Integrated Power Development Scheme (IPDS) are helping in last mile connectivity andwill lead to higher power consumption in the long-term. Additionally more electrificationof households will boost the demand aided by penetration of necessary and discretionarygoods powered by electricity rise of disposable income and increased access to credit.
As of March 31 2019 the renewable energy sources accounted for 22% of the totalinstalled power capacity (77 GW) and continue to show positive developments. Renewableenergy technologies primarily solar power drove a magnificent 67% off the 12 GWpower generation capacity added in FY 2018-19. The huge capacity yielded from renewableenergy sector made 2018 the greenest year in terms of new capacity added so far. Howeverthe year also saw a slowdown in the number of new projects. This decline has beenattributed to uncertainties around trade cases module price fluctuations and powerpurchase agreement (PPA) renegotiations after record low bids that contributed to a tenderand auction slowdown in 2017. All of this resulted in a weaker project pipeline for 2018.
Overall despite the extremely challenging market your Company successfully achieved abalanced portfolio of orders resulting in sustained market leadership and improvedoverall performance.
Partnering and Collaborating to Integrate Renewable Energy
The Government's mission to bring 175 GW of Renewable energy faced hurdles when a 25%of safeguard duty was imposed on Chinese and Malaysian Solar cells and modulemanufacturing. Though the move intended to boost local manufacturing of solar modulesmost of the awarded projects were stalled as the commercial model during tariff biddingpreferred the low-priced Chinese modules. Inclusion of new conventional power plants wasalso on a slow track. The 765/400K Extra High Voltage (EHV) markets in Tariff basedCompetitive Bidding (TBCB) remained low. No new HVDC transmission lines were identified in2018-19. In TBCB market the Company was able to win Ghatampur package from AdaniTransmission Limited for supply of 765kV substation and reactors.
Despite all these the factors your Company continued its performance run for anotheryear by keeping the commercial intensity and focus on state utilities market. In the year2018-19 your Company won a substation order from Power Grid for evacuating 2500 MW of windpower a part of Green Energy Corridor. The project involves setting up a 765kV AirInsulated Substation (AIS) and a new 400kV/220kV Gas-Insulated Substation (GIS) at Bhuj.Upon completion this project will enable various wind farm developers to transmit thepower generated in the state to the Green Energy Power Transmission Corridor.
Continued success in Oil & Gas sector
In Oil & Gas sector your Company continues to demonstrate strength by winning220kV turnkey Gas Insulated Substation (GIS) project from BPCL Kochi refinery. HindustanPetroleum Corporation Limited (HPCL) added another feather in the cap after HPCL Vizag220kV GIS substation and Bhatinda HMEL 400/66 kV GIS substation. The company has alsoremained a front-runner in the GIS technology used in Oil & Gas sector for twoconsecutive years.
Digitizing the Grid
Your Company has played a key role in enabling energy transition across the country.The Company commissioned two very critical projects: one with Power Grid Corporation ofIndia Limited (PGCIL) on Unified Real Time Dynamic State Measurement (URTDSM) and anotherwith Power System Operation Corporation (POSOCO) on National Transmission Asset ManagementCentre (NTAMC). In 2018-19 Rajasthan Rajya Vidyut Prasaran Nigam Limited (RRVPNL) awardedyour Company a technology-driven grid modernization project. This project is a part of theutility's roadmap to implement grid initiatives and augment renewable energy in the state.Your Company's Advanced Energy Management System (AEMS) will serve as a foundation forRRVPL's roadmap and enable the utility to alter production levels based on demand. YourCompany also delivered the First centrally integrated control and load forecasting Systemin Sri Lanka.
With more HVDC stations in the grid an imbalance of active and reactive power canevolve. This requires improvement in the voltage profile and dynamic stability of thetransmission system. To tackle the issue Static VAR Compensator (SVC) technology isintroduced in the grid. In the year 2018-19 your Company won an order to supply erectand commission 500 MVAr SVC equipment at Kurukshetra substation of Champa-Kurukshetra HVDClink.
IncreaseinTransmissionCapacityandGridStrengthening at State and Center
With continuous increase in the power grid capacity enhancement and strengthening ofthe transmission system becomes critical for the state and central utilities. With that inhindsight your Company won important projects extension of 400/230 kV TUTICORIN II. Theturnkey scope involved supply erection and commission of bays in both substations forCentral Agency Power Grid Corporation. This is a prestigious triumph for your Company andmaintains its market leadership.
A few other significant orders from State Transmission companies were:
420/220/132kV Sub-station order from Uttar Pradesh Power TransmissionCorporation Limited (UPPTCL) in Sahupuri Uttar Pradesh establishes your Company'ssupremacy at all voltage levels. It is an important win as it establishes your Company'sleadership in TBCB orders.
400/220/66 kV Gas Insulated Substation (GIS) in Shapar Gujarat by GujaratEnergy Transmission Corporation Limited (GETCO). Part of Renewable energy evacuationtransmission system the substation will help in evacuation of wind power from the state ofGujarat.
Retrofitting and Modernization of three different 220kV Substations In the Stateof Jharkhand by Damodar Valley Corporation (DVC).
Services: Enhanced Capabilities for Managing Ageing Grid Assets
The financial year under review was an excellent year for service business with orderintake far exceeding the expectations and delivering profitability in execution. Thecompetence developed over the years in renovation and modernization projects helped remaincompetitive in the market and overcome challenges that are often associated with suchprojects.
Following last year's trend this year your Service team received great success andsecured orders from Damodar Valley Corporation West Bengal State Electricity TransmissionCorporation Powergrid Himachal Pradesh State Electricity Board apart from severalothers. For the second consecutive year we won the Engineering Service Provider ofthe Year' award at GMR IGI Airport Awards 2018 for the operation and maintenanceservices for main receiving substations and backup power at the Delhi InternationalAirport. This and many more appreciation certificates received from our customers speakvolume about the ability of the Services team to achieve and sustain excellence incustomer service.
During the year Services business successfully completed breaker retrofit and bayextension work in 400 kV GIS for SJVN Limited. Such retrofit project on GIS is first ofits kind executed by us and probably in the country. The project was carried out undervery narrow shutdown windows with very steep hourly penalty clauses in case of any delay.These solutions helped the customer extend the life of their assets at competitive costswith minimum disturbance to their operations.
The transformer repair workshop successfully completed repairs of many transformer andreactors including 400 kV class 250 MVA Generator transformers 63 MVAr Shunt Reactors ofvaried makes.
Under field service activity our trained engineers carried out overhauling of variousequipment including HVDC converter transformers and 220kV and 400 kV circuit breakers inIndia and Bangladesh.
The Technical Institute hosted trainees from various customers with Power Grid reposingtheir trust and sending a large number of trainees during the year. The Network consultingactivity of Service business continued its success in Renewable sector by carrying outGrid integration validation studies for various customers. Till date we have catered tomore than 15000 MW of wind and solar farms.
The market is showing signs of activity with customers increasingly expressing interestin asset performance management solutions for their Grid assets. Service business'experience and expertise in servicing Grid assets along with support from global servicecentre of excellence is at the forefront of offering such solutions to our customers.
Fulfilling the Promises Year after Year
Your Company's experience of more than 30 years in turnkey project execution continuesto help in reaching new landmarks in operational excellence year after year. Our dedicatedProject Management team ably supported by Engineering Sourcing Procurement Finance HRand other support functions are always focused on delivering commitments for our Customersand other stakeholders.
In 2018-19 your Company achieved two major milestones by successfully commissioningPole 2 of Phase 1 and Pole 3 of Phase 2 of Champa 800kV Ultra High Voltage Direct Current(UHVDC) project. This project is now capable of transmitting 4500 MW power including1500 MW of Pole 1 commissioned in 2017 from Champa in Chhattisgarh to Kurukshetra inHaryana. This is a major milestone in the power evacuation infrastructure in the countryand it is now carrying the highest bulk power transfer across the country bringing accessto the increasing demand regions of north India.
During the year under review your Company demonstrated its expertise in execution ofturnkey projects by commissioning 63 AIS and GIS substations or extensions enabling theaddition of more than 16 GW power into the Grid. This includes the commissioning of eightsolar sites totaling 150 MW DC power. Your Company achieved these milestones inpartnership with its esteemed customers which included PGCIL Tata Power DelhiDistribution Limited (TPDDL) Chhattisgarh State Transmission Company Limited (CSPTCL)National Thermal Power Corporation (NTPC) and others.
Your Company's transformer factory at Vadodara & Naini completed delivery andcommission of 9800 MVA of ICTs and 6200 MVAr of reactors. In doing so your Company workedwith customers such as Nuclear Power Corporation of India Limited (NPCIL) Bhabha AtomicResearch Centre (BARC) Sterlite Power Chhattisgarh State Transmission Company Limited(CSPTCL) National Thermal Power Corporation (NTPC).
During the year Company's automation unit at Pallavaram commissioned more than 1200Bays of new and retrofit substation systems of rating ranging from low voltages tovoltages as high as 765 kV
All your Company's operations in India including manufacturing projects services andautomation are certified for Integrated Management System. This reinforces the quality ofthe processes of the Company and their compliance
ENVIRONMENT HEALTH AND SAFETY
Your Company is commited to ensure world class standards of Enviroment Health andSafety for all its stakeholders. We won the Best Safety Practices' trophy from PGCIL- Northern Region for adopting and implementing innovative and best EHS Practices at ourPGCIL Bhadla & Bikaner Project Site.
Your Company also won the Silver Cup for sharing best EHS Practice among 170 differentindustries at QCFI Vadodara annual Convention event. The theme for the convention was'Lighting Minds for Innovation'.
Additionally during FY 2018-19 your Company received Appreciation Letters for projectlocations from customers such as PGCIL Tata Power & TPDDL HP Power TransmissionCorporation Limited Odisha Power Transmission Corporation Limited and Bhabha AtomicResearch Centre.
Your Company is also committed to having a world-class program for managingenvironmental health and safety (EHS) risks. Your Company continuously aims to strengthenits EHS systems and performance as an integral part of its operational strategy. EHSexcellence is the Company's core and fundamental to what it is besides being in line withwhat the customers employees and leaders expect.
The Company tracks EHS Statistics Training status Incident data audit scoresub-contractor EHS Performance etc. in real time through online tools. EHS performance isregularly reviewed through an internal EHS operating review within India by seniorleadership of GE's business and globally at corporate level.
All business units of the Company are certified under the International Organizationfor Standardization Environmental Management System (ISO 14001) and Occupational Health& Safety Assessment Series (OHSAS 18001).
Aligning Actions with Business Strategy
The Human Resources function of your Company aligns its actions with business strategyto enable the organization in achieving its priorities.
Throughout the year ended March 31 2019 the HR team of your Company emphasized theusage of Performance Development (PD) tool which is a shift from a ratings-drivenevaluative approach to a developmental approach for enabling each employee to meet her/his true potential in their chosen profession. PD enables employees to give or askpersonalized insights in real-time enabling a culture of trust and openness in theorganization. Touchpoints' provide an opportunity for Managers and Employees tostart a dialogue that is aimed at maximizing the impact of the employee on theorganization's objectives. The organization is emphasizing on the aspect of accountabilityfor every individual employee. This reflects in priority setting of all employees. Thepriorities are set in accordance to the overall goal of the business.
Learning & Development
Your Company is committed to invest in its people and develop their talent. Theemployees are offered leadership development and career accelerator programs administeredby the Crotonville GE's leadership development center which has presence around theworld including India. Crotonville is at the forefront of contemporary thinking inleadership strategy and innovation. Employees can participate in classroom e-learningand blended courses throughout the year based on their developmental goals. Through theannual People Review' exercise your Company identifies and develops leaders andtracks the effectiveness of the overall organization. The significant time the leadershipteam invests in this exercise is an indication of the value the Company has attached tothis process. Your Company also has set up a learning platform based on seven pillarsincluding in-house technical learning e-learning tool stretch assignment bubbleassignment coaching mentoring and certification (specific job need).
Rewards and Recognition
During the year under review your Company used employee recognition programImpact Award'. Impact award is integrated with Performance Development which makesit more meaningful and allows employees to recognize their peers for achievements andcontributions even beyond their scope. At GE we understand each person has his or her ownpreferences for recognition. Your Company encourages its people's leaders to take out timeto get to know their team and colleagues to know their preferences which can make theefforts to reward and recognize even more impactful.
We strongly believe that simple moments of praise give us and others an instant moodboost and a reminder of how we make a difference.
Enhanced Employee Experience during Internal Mobility
Internal mobility and growth opportunities are key to Company's employee valueproposition and meritocracy transparency and fairness in our approach enables theCompany to achieve it. We follow a fair assessment for hiring so that all employees getequal and fair assessment. Preference is always given to internal employees while hiringfor any open position.
Engaging the workforce
Your Company realizes the importance of an engaged workforce and the HR team iscommitted in driving key engagement activities to ensure the same. The Company had variousexciting employee engagement programs implemented during the year under review.
Prevention of Sexual Harassment (POSH)
In terms of Prevention of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has zero tolerance for sexual harassmentat workplace and has set up an Internal Complaints Committee at all its Units in line withthe provisions of the said Act. No complaint of Sexual Harassment was reported under thesaid Act during the financial year under review.
QUALITY AND CONTINUOUS IMPROVEMENT
During the year under review the Deployment of Quality and Continuous Improvementinitiatives have continued to progress well with significant contribution to businessresults. Following are a few of the achievements/key actions realized through wholeheartedparticipation of your Company's employees at all levels:
1. Sixteen structured Lean Six Sigma Process improvement projects contributing tosignificant operational performance improvement were successfully executed.
2. Reoriented L1/L2 global initiative to proactively assess and improve the level ofmistake proofing in Prioritized Value streams (Manufacturing lines) was launched andprogressing well contributing to Process Quality Improvement
3. Enhancing Continuous Improvement competencies at all levels a key success factorfor Continuous Improvement was continued with relevant trainings workouts and coaching.Lean Six Sigma 8D problem-solving process L1/L2 Lean trainings and focused operationalimprovement workouts were conducted across the organisation to enhance the Quality andContinuous Improvement competencies of employees at all levels.
4. Deployment of Lean initiatives have progressed well across all manufacturing sitesresulting in significant level of maturity on lean and digital initiatives contributing tooperational improvement. Implementation of moving model lines 3P Vision Workouts KaizenPromotion Office (KPO) Digital tools like Material optimization suite (MOS) E Andon Digital reactivity board GE Operating Standard (GEOS) E Ideas and employeeengagement initiatives have contributed to Significant reduction of Wall to Wall leadtime.
5. Pallavaram plant launched Electromechanical Relays Manufacturing Excellence Centera rejuvenated set up integrated with lean and digital tools to meet the customerrequirements.
6. The Turnkey business unit received award from Tata Power - Delhi DistributionLimited during their business associate meet 2018-19 in the category of "BestOperations for Exemplary Performance & Significant Contribution in 2017-18" for66 kV GIS Substation Rohini site.
7. The Team from Vadodara plant representing your Company in the 29th Annual GujaratState level Convention on Quality Concepts VCCQC-2018 won a GOLD award under the theme"Igniting minds for Innovation Role of Quality" among 88 participatedteams from various organizations all over India.
8. Padappai plant implemented Online SF6 gas leak monitoring system in breaker testingand gas handling processes. This SCADA controlled online gas leak monitoring system willprovide immediate alert through SMS to stakeholders for immediate corrective actions.
9. Transformer manufacturing factory located at Naini developed in-house stress ringmanufacturing facility contributing to significant improvements in product quality andcustomer satisfaction.
10. Power Transformer Naini plant Successfully transferred and implementedmanufacturing technology of Gapped type shunt reactor from ATT (Turkey) to PTI (India).
11. Short circuit test of 265 MVA 420/20kV GT 1Ph class station transformer wassuccessfully completed and certified by BINA Lab India
12. World Quality Day was celebrated across all the units. Employee engagement programsto promote awareness and commitment to Quality were organized with active participation ofEmployees.
CORPORATE SOCIAL RESPONSIBILITY
Your Company's CSR efforts with local communities during the year were focused onstrengthening the projects undertaken by the Company in previous years. Our projects onvillage development access to electricity through clean energy access to basichealthcare clean drinking water renovation of anganwadis and schools received continuedsupport. At the same time new projects were introduced to cover youth skill-developmentprogrammes and entrepreneurship development programme with emphasis on women empowerment.
Since 2015 your Company is continuing with a programme of comprehensive and need-basedsupport to communities in Vadodara the location of your Company's large transformerfactory.
Pragati Ek Disha the CSR project at Vadodara reaches out to five key villages ofKotambi Gram Panchayat Alamgarh Machhipura Singhapura and Jambudia Pura. The programmefocuses on livelihood women empowerment renovations of anganwadis and schools supportthrough bank linkages and health.
The programme focuses on establishment of a health clinic in order to reduce out ofpocket expenditure on primary health by 33% for 240 households from 4 villages. The goalis to ensure better accessibility for effective and efficient health care in thecommunity providing easy access to basic health services to improve health and wellbeing.
With a special emphasis on women's empowerment a focused effort was made to improvethe socio-economic quality of life of women through financial literacy linkage with banksand self-help groups. Self-help groups are actively working towards self-reliance andempowerment. Establishment of a rural haat for local communities on farm produce andrelated products is also one of the aims of the project.
The project also focuses on enhancing agriculture-based livelihoods through waterresource management for 240 farming households.
Naini Uttar Pradesh
During the year your Company has continued its support for solar submersible pump tovillage Rehikala and installation of water coolers cum purifiers in schools.
During the year under review your Company has initiated programmes focussing ondevelopment of youth through vocational skill training in retail hospitality and basiccomputer. As a part of project Samriddhi your Company is helping rural women inSultanpuri to become successful entrepreneurs by providing financial literacy and businessdevelopment training.
Energy and Environment
Skill Development in Renewable Energy
As part of its Skill Development initiative your Company trained candidates atVadodara majority being women under the category of Green Jobs in partnership withNational Skill Development Fund and National Skill Development Corporation. Candidateswere trained to support operation and maintenance of solar installations.
Schools and children
As part of the village development programme Pragati Ek Disha at Vadodarastorytelling programmes for children have been organised. The goal is to improvelistening reading and comprehension skills amongst children. The programme is also aimedat improvement of the children's verbal proficiency and creativity and at inculcating ahabit of reading to instil good moral values.
Pallavaram Chennai Tamil Nadu
The Company supports the primary and high schools which are operational under theCantonment Board. During the last financial year the Company has initiated renovationwork at Cantonment Primary School and has provided for materials and equipment for thescience lab. These schools are situated near the Pallavaram factory. In the past theCompany had provided for clean drinking water and renovated sanitation structures ascience laboratory and a smart class.
Chennai Padappai and Hosur
During the year under review your Company had continued to sponsor mobile medicalunits at Padappai which has provided for nearly 14925 treatments extending to all agegroups with specific focus on elderly patients.
At Padappai and Hosur the Company has continued the initiative during the year toprovide clean drinking water to local communities. It also supported the local GovernmentHospital by installing 7kVA solar panel. The Company has further continued to provide thePrimary Health Care centre (PHC) with essential medical instruments equipment andfacilities.
Support for people with disabilities
Chennai Tamil Nadu
The Company continues its support to the Saint Louis Institute for the Deaf and BlindChennai Tamil Nadu. This year the Company provided for air-conditioning in the smartclassrooms Braille embosser LCD projector at computer laboratory and safer improvedelectrical panel.
The Company has previously supported the institute with a computer laboratory a smarteducation centre musical instruments tables and chairs. The Company's continued supporthas benefitted more than 600 children with visual and hearing challenges.
The details on CSR activities of the Company is annexed as "Annexure A" tothe Directors' Report.
During the year under review your Company re-appointed Mr. Gaurav M. Negi asWhole-time director & CFO with effect from July 26 2018 and Mr. Nagesh Tilwani asWhole-time Director & Head-HVS business with effect from December 21 2018 for aperiod of five years each.
In terms of section 152 of the Companies Act 2013 and Articles 104 and 105 of Articlesof Association of the Company Mr. Stephane Cai Director is due to retire by rotation atthe ensuing AGM of the Company. As Mr. Stephane Cai has conveyed that due to hispreoccupation in global role he does not wish to be reappointed as a director of theCompany at the ensuing AGM it is recommended to the shareholders to appoint in his placeMr. Vishal K Wanchoo as a director liable to retire by rotation.
Dr. Kirit S. Parikh aged 84 and Mr. Rakesh Nath aged 69 upon completion of theirfirst term of appointment as Independent Directors as on March 27 2020 and May 31 2020respectively are eligible for re-appointment for another term of five consecutive yearssubject to approval of the Members by special resolution. In accordance with SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 no listed entity shall appointa person or continue the directorship of any person as a non-executive director who hasattained the age of seventy five years unless a special resolution is passed to thateffect. Dr. Kirit S. Parikh who has already completed the age of 75 years and Mr. RakeshNath who will also be completing 75 years of age just before the expiry of his proposedsecond term considering the expertise and the value they bring to the Board and theirfitness the approval of the Members by special resolutions for re-appointing them asIndependent Directors for a further term of five consecutive years is recommended. TheNomination and Remuneration Committee on the basis of performance evaluation has alsorecommended their re-appointment. These Directors have given their consent forre-appointment and have confirmed that they continue to be Independent Directors and thatthey do not suffer from any disqualifications for appointment.
Mr. Bhanu Bhushan whose term expires on July 22 2019 has not offered himself forre-appointment as an Independent Director of the Company for the second term.
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 notice conveningthe sixty-third Annual General Meeting.
Key Managerial Personnel
As on March 31 2019 the following the Key Managerial Personnel of the Company in termsof the Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:
|Name ||Designation |
|Mr. Sunil Wadhwa ||Managing Director |
|Mr. Gaurav M. Negi ||Whole-time Director & CFO |
|Mr. Nagesh Tilwani ||Whole-time Director & Head HVS Business |
|Mr. Manoj Prasad Singh ||Company Secretary |
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.
Familarisation 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 Whole-time Director & CFO CompanySecretary and other management personnel.
Factory Visit of Directors
During the year under review the Board of Directors of the Company visited factory ofthe Company at Hosur. During the visit the Board members familiarised themselves with theInstrument Transformers and Bushings manufacturing operations. A Board Meeting was alsoheld at the Hosur Factory.
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 the preparation ofannual 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 at March 31 2019 and of the profit 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 andDr. Kirit S. Parikh Mr. Bhanu Bhushan Ms. Neera Saggi and Mr. Stephane Cai as othermembers. Details in respect of the Audit Committee are provided in the CorporateGovernance Report forming part of the Directors' Report.
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 websitehttp://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 http://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 Borad 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 Board as a whole and of its variouscommittees.
The Independent Directors in terms of Companies Act 2013 and regulation 25(4) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 carried out performance evaluation of non-independent directorsChairman of the Board and Board as a whole based on criterion of evaluation as approved byNomination 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".
The extract of the Annual Return is detailed in form MGT-9 annexed as "AnnexureE". The Annual Return of the Company is available on the website
NUMBER OF MEETINGS OF THE BOARD
During the year under review six meetings of the Board of Directors were held detailsof which are provided in Corporate Governance Report forming part of the Directors'Report.
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 http://www.ge.com/in/ge-td-india-limited.
All related party transactions during the year under review were on arm's length basisand in the ordinary course of business. There were no related party transactions made bythe Company which could be considered material in accordance with Related PartyTransactions Policy of the Company.
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015disclosures of transactions of the Company with Grid Equipments Private Limited promoterCompany holding 68.54% shares in the Company:
| || ||( Rs millions) |
|Description ||31 March 2019 ||31 March 2018 |
|Interest ||- ||102.2 |
|Dividend Remitted ||315.9 ||315.9 |
|Borrowings ||- ||440.0 |
|Repayment of Borrowings ||- ||2220.0 |
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.
During the year under review the Board of Directors of your Company has constituted aRisk Management Committee in terms of Listing Regulations to overlook the Risk Mitigationand Management of the Company. Details of composition forms part of the CorporateGovernance Report.
The Risk Management Committee and the Board of Directors of your Company reviewed theRisk Management Policy for the Company and adopted a new Enterprise Risk ManagementPolicy. The Policy identifies elements of risks inherent to the business pertaining tooperational financial environment health and safety reputation and image currencyfluctuation compliance cyber security etc. Every unit and function is required todeploy 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 Finance 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 B S R & Associates LLP CharteredAccountants regarding compliance of conditions of Corporate Governance as stipulated inregulation 34 (3) read with Schedule V of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 has also been includedin 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.
In terms of approval of shareholders at the 60th Annual General Meeting of the CompanyM/s. B S R & Associates LLP Chartered Accountants are the statutory auditors of theCompany who hold office till the conclusion of 65th AGM.
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 2018 of the Company was filed on August 17 2018 wellwithin the specified time under applicable Companies (Cost Audit Report) Rules 2011.
M/s. Shome & Banerjee Cost Accountants and M/s. Jugal K Puri & AssociatesCost Accountants were appointed as cost auditors of your Company for the financial yearended March 31 2019 with M/s. Shome & Banerjee Cost Accountants being the Lead CostAuditor. However in view of casual vacancy caused due to demise of Mr. Jugal K PuriPartner M/s Jugal K Puri & Associates M/s Shome & Banerjee Cost Accountants (whowas already the lead cost auditor and Cost Auditor for the manufacturing facilities atPallavaram Hosur Naini Vadodara and Padappai) was also appointed as Cost Auditors formanufacturing facility of the Company at Noida for the financial year ended March 31 2019in place of M/s Jugal K Puri & Associates.
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 2020 to audit the cost records of the Companyrelated to the applicable products manufactured at its manufacturing facilities. Theremuneration approved by the Board is recommended for ratification by the members at theensuing 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 2019.
The Secretarial Audit Report from M/s VKC & Associates Company Secretaries for thefinancial year ended March 31 2019 is annexed as "Annexure G".
The Board of Directors of the Company expresses its heartfelt gratitude to theGovernment/ Regulatory authorities shareholders customers vendors bankers and allother business associates for their continued support. The Board of Directors sincerelyacknowledges and appreciates the significant contributions made by all the employees ofthe Company and for their passion sincere commitment and efforts in taking forward theCompany with focus and energy.
| ||For and on behalf of the Board |
| ||Sunil Wadhwa |
| ||Managing Director |
| ||DIN: 00259638 |
| ||Gaurav M. Negi |
| ||Whole-time Director & |
|Place : Noida ||Chief Financial Officer |
|Date : May 22 2019 ||DIN: 02835748 |