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Power & Instrumentation (Gujarat) Ltd.

BSE: 535073 Sector: Engineering
NSE: PIGL ISIN Code: INE557Z01018
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Power & Instrumentation (Gujarat) Ltd. (PIGL) - Director Report

Company director report

DIRECTORS' REPORT

To

The Members

The Directors are pleased to present the 38th Annual Report of Power andInstrumentation (Gujarat) Limited (the Company) covering the operating and financialperformance together with the Audited Financial Statements and the Auditors' Reportthereon for the Financial Year ended on March 31 2022.

FINANCIAL PERFORMANCE:

The Company's financial performance for the year ended March 31 2022 is summarizedbelow:

FINANCIAL PERFORMANCE Current Financial Year (2021-2022) Previous Financial Year (2020-2021)
Revenue from Operations 9128.29 8543.82
Other Income 46.61 81.40
Total Income 9174.90 8625.22
Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense 798.49 821.03
Less: Depreciation/ Amortization/ Impairment 34.29 23.58
Profit/loss before Finance Costs Exceptional items and Tax Expense 764.20 797.45
Less: Finance Costs 268.17 332.67
Profit/loss before Exceptional items and Tax Expense 496.03 464.78
Add/(less): Exceptional items 0 0
Profit/loss before Tax Expense 496.03 464.78
Less: Tax Expense :
Current Tax 129 130.95
Deferred Tax (2.73) (13.80)
Previous Tax 1.62 1.80
Profit/loss for the year (1) 368.14 345.83
Total Comprehensive Income/ loss (2) - -
Total (1+2) 368.14 345.83
Earnings per share (Face value Rs. 10/-) Basic & Diluted (In Rupees) 4.29 4.91

STATE OF COMPANY AFFAIRS:

The Company's total income during the financial year ended on 31st March 2022 were Rs.9174.90 Lakhs as against Rs. 8625.22 Lakhs of the previous year representing increase ofapproximately about 6.37% over the corresponding period of the previous year with totalexpenses of Rs. 8678.87 Lakhs (previous year of Rs. 8160.44 Lakhs). The company has madeprofit before Depreciation and Finance Costs Exceptional items and Tax of Rs. 798.49Lakhs as against profit of Rs. 821.03 Lakhs in the previous year. The Company has made NetProfit of Rs. 368.14 Lakhs as against Rs. 345.83 Lakhs of the previous year representing aincrease of approximately about 6.45% over the corresponding period of the previous year.

The EPS of the Company for the year 2021-22 is Rs. 4.29.

DIVIDEND:

The Board of Directors of your company after considering holistically the relevantcircumstances and keeping in view the company's dividend distribution policy has decidedthat it would be prudent not to recommend any Dividend for the year ended on 31stMarch 2022 and plough back the entire surplus to the business to meet the needs foradditional finance for capital expenditure.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Companies Act 2013 read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 ("IEPF Rules") all the unpaid or unclaimed dividends are requiredto be transferred to the IEPF established by the Central Government upon completion ofseven (7) years.

Further according to the Investor Education & Protection Fund ("IEPF")Rules the shares in respect of which dividend has not been paid or claimed by theShareholders for seven (7) consecutive years or more shall also be transferred to thedemat account created by the IEPF Authority.

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

TRANSFER TO RESERVE:

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

CHANGE IN THE NATURE OF BUSINESS:

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

CHANGE IN SHARE CAPITAL:

AUTHORISED SHARE CAPITAL:

There is no change in the authorized share capital of the company during the year underreview. The authorized share capital of the Company is Rs. 130000000 (Rupee ThirteenCrore) divided into 13000000 (One Crore Thirty Lakhs) equity shares of Rs. 10 (RupeeTen) each.

PAID UP SHARE CAPITAL:

During the year under review the Paid up share capital of the company increased fromRs. 70439000 (Rupee Seven Crore Four Lakh Thirty Nine Thousand Only) divided into7043900 (Seventy Lakh Forty Three Thousand Nine Hundred) equity shares of Rs. 10 /-(Rupee Ten) each to 85839000 (Rupee Eight Crore Fifty Eight Lakh Thirty Nine ThousandOnly) divided into 8583900 (Eighty Five Lakh Eighty Three Thousand Nine Hundred) equityshares of Rs. 10 /- (Rupee Ten) each by allotment of 1540000 (Fifteen Lakh FortyThousand) equity shares of face value of Rs.10/ each at Issue Price of Rs. 16.52/- each onpreferential basis to the Non Promoters category of allottees on 4th May2021. The Company has allotted 4050000 (Forty Lakh Fifty Thousand) convertible warrantsof face value of Rs. 10/- each at an Issue Price of Rs. 16.52/- each on preferentialbasis convertible into 4050000 (Forty Lakh Fifty Thousand) Equity Shares (One EquityShare for one warrant issued) of the Company to the Promoters Promoters Group and NonPromoters category of allottees upon receipt of minimum subscription amount as prescribedunder Regulation 77 of SEBI ICDR Regulation on 4th May and 5th May2021.

CAPITAL REDUCTION:

The board of directors has approved the draft Scheme of capital reduction of Power andInstrumentation (Gujarat) Limited (under section 66 read with section 52 and otherapplicable provisions of the Companies Act 2013) vide their meeting held on 21st July2022 subject to necessary approval and filled necessary documents with National StockExchanges (NSE EMERGE) under regulation 37 of SEBI LODR (Listing obligations andDisclosure Requirement) Regulation 2015 for their Observation Letter.

The Proposed Scheme provides for

a) The Scheme seeks to reduce or otherwise alter the issued subscribed and paid upshare capital of the Company and the same will therefore remain reduced as a result of theScheme on the Effective Date and after securing necessary approvals and permissions theCompany shall reduce its fully paid up equity share capital from Rs.85839000/- dividedinto 8583900 equity shares of Rs.10/- each fully paid-up to Rs.83939000/- dividedinto 8393900 equity shares of Rs.10/-each fully paid- up and that such selectivereduction be effected by reducing the paid-up share capital of the Company byRs.1900000/- divided into 190000 equity shares of Rs.10/- each and payment ofpremium thereon at the rate of Rs. 6.52 per share and that such premium aggregating toRs.1238800/- (Rupees Twelve lakhs Thirty-Eight thousand Eight Hundred Only) be utilizedand paid out of the balance in the Securities Premium Account of the Company as on March31 2022 to the shareholders whose equity shares were not permitted for listing andtrading by National Stock Exchanges (NSE EMERGE).

b) Upon the Scheme becoming effective 190000 (One Lakh Ninety Thousand) fullypaid-up equity shares of the Company of Rs.10/- (Indian Rupees Ten) each held by Mr.Prajal Bhandari and Ms. Nandini Agarwal shall be cancelled and extinguished andconsequently the paid-up equity share capital of the Company as on the Effective Dateshall become Rs. 83939000/- divided into 8393900 equity shares of Rs.10/- each fullypaid up.

ALTERATION OF MEMORANDUM OF ASSOCIATION:

During the year under review there is no alteration made in Memorandum of Association(MOA) of the Company.

ALTERATION OF ARTICLES OF ASSOCIATION:

During the year under review there is no alteration made in Articles of Association(AOA) of the Company.

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

There have been no material changes and commitments which affect the financialposition of the company between the end of the financial year to which the financialstatements relate and the date of this Report.

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

During the year under review there were no significant and/or material orders passedby the Regulators or Courts or Tribunal which would impact the going concern status ofthe Company and its future operation.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34(2)(e)read with Schedule V Part B of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 with detailed analysis of thefinancial results is annexed to the report as Annexure I and is incorporated hereinby reference and forms integral part of this report.

DISCLOSURES RELATING TO SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

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

SECRETARIAL STANDARDS:

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

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) In the preparation of the annual financial statement for the financial year endedMarch 31 2022 the applicable Accounting Standards had been followed along with properexplanation relating to material departures if any;

ii) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2022 and of the profit ofthe Company for the year ended on that date;

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

iv) The Directors had prepared the annual financial statements for the financial yearended March 31 2022 on a 'going concern' basis;

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

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

CORPORATE GOVERNANCE REPORT:

As per the Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 applicability of Corporate Governance shall not be mandatory forcompanies having listed on SME Platform. Since our company has been registered on SMEplatform the requirement of the Corporate Governance is not applicable to us.

PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is givenbelow:

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

Name Ratio to median remuneration % increase in remuneration in the financial year
Non - Executive Director
Sumeet Dileep Agnihotri Not Applicable Not Applicable
Executive Director
Padmaraj Padmanabh Pillai 1807.62 73.45%
Padmavati Padmanabhan Pillai 483.26 23.68%
Sriram Padmanabhan Nair 1004.98 25.88%
Kavita Pillai 537.44 NIL
Chief Financial Officer
Rohit Maheshwari 120.40 2.48
Company Secretary
Parul Mehta 40.13 9.09

2. The percentage increase in the median remuneration of employees in the financialyear: 0.58%

3. The number of permanent employees on the rolls of Company: 87

4. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: -26.73%

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

The statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Act read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in a separate ANNEXURE-III forming part of this report.Further the report and the accounts are being sent to the Members excluding the aforesaidannexure. In terms of Section 136 of the Act the said annexure is open for inspection atthe Registered Office of the Company. Any Member interested in obtaining a copy of thesame may write to the Company Secretary.

DEPOSITS:

During the year under review the Company has not accepted or renewed any amountfalling within the purview of provisions of Section 73 of the Companies Act 2013("the Act") read with the Companies (Acceptance of Deposit) Rules 2014. Hencethe requirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.

INSURANCE:

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions that were entered during the financial year ended on31st March 2022 were on an arm's length basis and in the ordinary course of business andis in compliance with the applicable provisions of the Act. There were no materiallysignificant Related Party Transactions made by the Company during the year that requiredshareholders' approval.

The Company has entered into related party transactions which fall under the scope ofSection 188(1) of the Act. Accordingly the disclosure of related party transactions asrequired under Section 134(3)(h) of the Act in Form AOC-2 are given in ANNEXURE IV of thisDirectors's Report for FY 2021-22.

CORPORATE SOCIAL RESPONSIBILITY:

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

LISTING FEES:

The Company affirms that requisite annual listing fees for the year 2022-23 have beenpaid to National Stock Exchange (NSE).

MANAGING THE RISKS OF FRAUD CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

RISK MANAGEMENT POLICY:

Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty. The Company has duly approved a Risk Management Plan. The objective of thisPolicy is to have a well-defined approach to risk. The policy lays down broad guidelinesfor timely identification assessment and prioritization of risks affecting the Companyin the short and foreseeable future. The Policy suggests framing an appropriate responseaction for the key risks identified so as to make sure that risks are adequatelyaddressed or mitigated. The development and implementation of risk management policy hasbeen covered in the Management Discussion and Analysis

which forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board has pursuant to the provisions of Section 177(9) of the Companies Act 2013read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and theListing Regulations framed a 'Whistle Blower Policy and Vigil Mechanism'. The Policy hasbeen framed with a view to provide a mechanism inter alia enabling stakeholdersincluding Directors individual employees of the Company and their representative bodiesto freely communicate their concerns about illegal or unethical practices and to reportgenuine concerns or grievances as also to report to the management concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct.

The Whistle Blower Policy was reviewed by the Board during the year under review toensure its continued relevance and to align it with changes in applicable law andregulations. The Whistle Blower Policy and Vigil Mechanism is available on the website ofthe Company i.e. http://grouppower.org.

BUSINESS CONDUCT POLICY:

The Company has framed "Business Conduct Policy". Every employee is requiredto review and sign the policy at the time of joining and an undertaking shall be given foradherence to the Policy. The objective of the Policy is to conduct the business in anhonest transparent and in an ethical manner. The policy provides for anti- bribery andavoidance of other corruption practices by the employees of the Company. The same is alsouploaded on the website of the Company i.e. http://grouppower.org.

PERFORMANCE EVALUATION:

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

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

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

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

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

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

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

The Chairman of the Board had one-on-one meetings with each Independent Director andthe Chairman of NRC had one-on-one meetings with each Executive and Non-ExecutiveNon-Independent Directors.

These meetings were intended to obtain Directors' inputs on effectiveness of the Board/Committee processes.

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

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

In the Board meeting that followed the meeting of the independent directors and themeeting of Nomination and Remuneration Committee the performance of the Board itscommittees and individual directors was discussed.

The evaluation process endorsed the Board Members' confidence in the ethical standardsof the Company the resilience of the Board and the Management in navigating the Companyduring challenging times cohesiveness amongst the Board Members constructiverelationship between the Board and the Management and the openness of the Management insharing strategic information to enable Board Members to discharge their responsibilitiesand fiduciary duties.

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

The performance evaluation of the Chairman the Non-Independent Directors and the Boardas a whole was carried out by the Independent Directors. The exercise of performanceevaluation was carried out through a structured evaluation process covering variousaspects of the Board functioning such as composition of the Board & committeesexperience & competencies performance of specific duties & obligationscontribution at the meetings and otherwise independent judgment governance issues etc.

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

The evaluation frameworks were the following key areas:

1. For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

2. For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

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

The Company has in place adequate internal financial controls with reference tofinancial statement across the organisation. The same is subject to review periodically bythe internal audit cell for its effectiveness. During the financial year such controlswere tested and no reportable material weaknesses in the design or operations wereobserved. The Statutory Auditors of the Company also test the effectiveness of InternalFinancial Controls in accordance with the requisite standards prescribed by ICAI. Theirexpressed opinion forms part of the Independent Auditor's report.

Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. The internal financial controls havebeen documented digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews control self-assessment continuous monitoring by functional experts.We believe that these systems provide reasonable assurance that our internal financialcontrols are designed effectively and are operating as intended.

During the year no reportable material weakness was observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

APPOINTMENT/ RE-APPOINTMENT:

During the year under review Mrs. Kavita Padmaraj Pillai (DIN: 07731925) was appointedas an Additional Director with effect from 30th June 2021 and the same has beenregularized in the 37th AGM held on 30th September 2021.

RETIREMENT BY ROTATION:

As per the provisions of Section 152 of the Companies Act 2013 Mrs. PadmavatiPadmanabhan Pillai (DIN: 02026354) is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers herself for reappointment.

CESSATION:

During the year under review there is no cessation of director from the Board.

INDEPENDENT DIRECTORS:

Ms. Rucha Balmukund Daga and Mr. Manav Rastogi Independent Directors of the Companyhave given declarations under Section 149(7) of the Act that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBIListing Regulations.

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

KEY MANAGERIAL PERSONNEL:

As on March 31 2022 the Key Managerial Personal are as under:

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

LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR:

The balances of monies accepted by the Company from Directors / relatives of Directorsat the beginning of the year were 28.54 Lakh and at the close of year was Rs. 52.36 Lakh.Declaration from the directors while taking loan as per section 73 has been taken by thecompany.

LOANS GUARANTEES & INVESTMENTS UNDER SECTION 186:

Particulars of investment given by the Company during the year under review are asmentioned in the Notes 12 forming part of the Financial Statements. The Company has notadvanced any loan and provided security under Section 186 of the Companies Act 2013during the year under review.

AUDITOR:

STATUTORY AUDITOR:

In the 35th Annual General Meeting (AGM) M/s. M A A K & Associates (FRN: 135024W)Chartered Accountants were appointed as Statutory Auditors of the Company for tenure of 5years till the conclusion of the Annual General Meeting to be held in the year 2024. Theyhave furnished a certificate of their eligibility under Section 139(1) of the Act and theRules framed thereunder. The requirement to place the matter relating to appointment ofauditors for ratification by Members at every AGM has been done away by the Companies(Amendment) Act 2017 with effect from May 7 2018.

The Report given by M/s. M A A K & Associates Statutory Auditors on the financialstatement of the Company for the year 2021-22 is a part of the Annual Report.

The report of the Statutory Auditor does not contain any qualification reservationadverse remark or disclaimer. The observations made in the Auditor's Report areself-explanatory and therefore do not call for any further comments.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder the Company has appointed M/s. G R Shah & Associates Practicing CompanySecretary as Secretarial Auditor of the Company for the financial year ended on March 312022. The Secretarial Audit Report for financial year 2021-22 is annexed as Annexure-IIto the Directors' Report and forming part of this Annual Report.

INTERNAL AUDITOR:

The Board of Directors after receiving recommendation from Audit Committee hasappointed M/s Shah Sanghvi & Associates Chartered Accountants (FRN: 140107W) asInternal Auditors of the Company. The Internal Auditor directly reporting to auditcommittee. The Company has in place a mechanism to identify assess monitor and mitigatevarious risks to key business objectives.

DETAILS OF FRAUD REPORTING BY AUDITOR:

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

COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS:

The Board of Directors along with its Committees provide leadership and guidance to theManagement and directs and supervises the performance of the Company thereby enhancingstakeholder value.

BOARD OF DIRECTORS:

The Board has a fiduciary relationship in ensuring that the rights of all stakeholdersare protected. The Board of PIGL comprises of Executive (Whole-Time) and Non-ExecutiveDirectors. Independent Directors are eminent persons with proven record in diverse areaslike business accounting marketing technology finance economics administration etc.The composition of Board of Directors represents optimal mix of professionalismqualification knowledge skill sets track record integrity expertise and diversity.The Board of Directors as on March 31 2022 comprised of 7 Directors out of which 1 wasExecutive Director ("ED") (MD & Chairman) 3 were Executive Directors("EDs") 1 was Non-Executive Directors ("NEDs") and 2 were IndependentDirectors ("IDs").

Composition of Board:

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

Board Meetings:

The Board of Directors duly met 22 times at regular intervals during the mentionedfinancial year and in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose. The intervening gap between the two meetings was within the period prescribedunder the Companies Act 2013. The dates on which meetings were held are as follows:

Name of the Directors

Date of Meeting Padmaraj Padmnabhan Pillai Manav Rastogi Sumeet Dileep Agnihotri Padmavati Padmanab han Pillai Sriram Padmana bhan Nair Kavita Padmaraj Pillai Rucha Balmukund Daga Number of Board Meetings attended during the year
15/04/2021 Yes Yes Yes Yes Yes Yes Yes 22/22
04/05/2021 Yes Yes Yes Yes Yes Yes Yes 22/22
05/05/2021 Yes Yes Yes Yes Yes Yes Yes 22/22
29/05/2021 Yes Yes Yes Yes Yes Yes Yes 22/22
05/06/2021 Yes Yes Yes Yes Yes Yes Yes 22/22
28/06/2021 Yes Yes Yes Yes Yes Yes Yes 22/22
30/06/2021 Yes Yes Yes Yes Yes Yes Yes 22/22
03/07/2021 Yes Yes Yes Yes Yes Yes Yes 22/22
09/07/2021 Yes Yes Yes Yes Yes Yes Yes 22/22
16/07/2021 Yes Yes Yes Yes Yes Yes Yes 22/22
19/07/2021 Yes Yes Yes Yes Yes Yes Yes 22/22
23/07/2021 Yes Yes Yes Yes Yes Yes Yes 22/22
27/07/2021 Yes Yes Yes Yes Yes Yes Yes 22/22
28/08/2021 Yes Yes Yes Yes Yes Yes Yes 22/22
13/11/2021 Yes Yes Yes Yes Yes Yes Yes 22/22
20/11/2021 Yes Yes Yes Yes Yes Yes Yes 22/22
30/11/2021 Yes Yes Yes Yes Yes Yes Yes 22/22
14/12/2021 Yes Yes Yes Yes Yes Yes Yes 22/22
28/12/2021 Yes Yes Yes Yes Yes Yes Yes 22/22
19/01/2022 Yes Yes Yes Yes Yes Yes Yes 22/22
02/02/2022 Yes Yes Yes Yes Yes Yes Yes 22/22
21/02/2022 Yes Yes Yes Yes Yes Yes Yes 22/22

* No EGM has been held during the year.

Independent Directors' Meeting:

In terms of the provisions of the Schedule IV of the Act and Regulation 25 (3) of theListing Regulations the Independent Directors of the Company shall meet at least once ina year without the presence of Executive Directors and members of Management. During theFinancial year the Meetings of Independent Directors was held in following manner:

Name of Director Date of Meeting Number of Independent Directors'
21/02/2022 Meeting attended during the year
Manav Rastogi Yes 01/01
Rucha Balmukund Daga Yes 01/01

AUDIT COMMITTEE:

The Audit Committee has been constituted by the Board in compliance with therequirements of Section 177 of the Act and Regulation 18 of the Listing Regulations. Theboard of directors has entrusted the Audit Committee with the responsibility to supervisethese processes and ensure accurate and timely disclosures that maintain the transparencyintegrity and quality of financial control and reporting.

The Company Secretary acts as the Secretary to the Committee. The internal auditorreports functionally to the Audit Committee. The Chief Financial Officer of the Companyalso attends the meetings as invitee.

Composition of Audit Committee:

Sr. No. Name of Director Designation Nature of Directorship
1. Mr. Manav Rastogi Chairman Independent Director
2. Mr. Sumeet Dileep Agnihotri Member Non-Executive Director
3. Ms. Rucha Balmukund Daga Member Independent Director

Audit Committee Meeting:

In terms of the provisions of the Regulation 18 (2)(a) of the Listing Regulations theAudit Committee of the Company shall meet at least four times in a year and in respect ofwhich meetings proper notices were given and the proceedings were properly recorded andsigned in the Minutes Book maintained for the purpose. During the Financial year theMeetings of Audit committee was held in following manner:

Name of Director
Date of Meeting Manav Rastogi Sumeet Dileep Agnihotri Rucha Balmukund Daga
30/06/2021 Yes Yes Yes
28/08/2021 Yes Yes Yes
13/11/2021 Yes Yes Yes
21/02/2022 Yes Yes Yes
Number of Audit Committee Meetings attended during the 04/04 04/04 04/04

The Committee periodically discussed the Financial Reporting process reviewed theFinancial Statements and discussed the quality of the applied accounting principles andsignificant judgment that affected the Company's Financial Statements. The audit Committeereviewed adequacy of internal control systems with the management statutory and internalauditors.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) consist majority of IndependentDirectors. The Nomination and Remuneration Committee has been constituted by the Board incompliance with the requirements of Section 178 of the Act and Regulation 19 of theListing Regulations. The board of directors has entrusted the Nomination and RemunerationCommittee with the responsibility to formulation of the criteria for determiningqualifications positive attributes and independence of a director and recommend to theboard of directors a policy relating to the remuneration of the directors key managerialpersonnel.

Composition of Nomination and Remuneration Committee:

Sr No. Name of Director Designation Nature of Directorship
1. Mr. Sumeet Dileep Agnihotri Chairman Non-Executive Director
2. Ms. Rucha Balmukund Daga Member Independent Director
3. Mr. Manav Rastogi Member Independent Director

Nomination and Remuneration Committee Meeting:

In terms of the provisions of the Regulation 19 (3A) of the Listing Regulations theNomination and Remuneration Committee of the Company shall meet at least once in a yearand in respect of which meetings proper notices were given and the proceedings wereproperly recorded and signed in the Minutes Book maintained for the purpose. During theFinancial year the Meetings of Nomination and Remuneration Committee was held in followingmanner:

Name of Director

Date of Meeting

Number of Nomination and remuneration Committee Meetings attended during the year
30/06/2021 21/02/2022
Sumeet Dileep Agnihotri Yes Yes 02/02
Manav Rastogi Yes Yes 02/02
Rucha Balmukund Daga Yes Yes 02/02

STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Stakeholders' Relationship Committee ("SRC") considers and resolves thegrievances of our shareholders including complaints relating to non-receipt of annualreport transfer and transmission of securities nonreceipt of dividends/interests andsuch other grievances as may be raised by the security holders from time to time.

Composition of Stakeholder's Relationship Committee:

Sr No. Name of Director Nature of Directorship Designation
1. Mr. Manav Rastogi Chairman Independent Director
2. Mr. Sumeet Dileep Agnihotri Member Non-Executive Director
3. Ms. Rucha Balmukund Daga Member Independent Director

Stakeholder's Relationship Committee Meeting:

In terms of the provisions of the Regulation 20 (3A) of the Listing Regulations theStakeholders' Relationship Committee of the Company shall meet at least once in a year andin respect of which meetings proper notices were given and the proceedings were properlyrecorded and signed in the Minutes Book maintained for the purpose. During the Financialyear the Meetings of Stakeholders' Relationship Committee was held in following manner:

Name of Director

Date of Meeting

Number of Stake Holder relationships Committee
30/06/2021 28/08/2021 13/11/2021 21/02/2022 Meetings attended during the year
Manav Rastogi Yes Yes Yes Yes 04/04
Sumeet Dileep Agnihotri Yes Yes Yes Yes 04/04
Rucha Balmukund Daga Yes Yes Yes Yes 04/04

NOMINATION AND REMUNERATION POLICY:

The Company has formulated and adopted the Remuneration Policy in accordance with theprovisions of Companies Act 2013 read with the Rules issued there under and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The said Policy ofthe Company inter alia provides the criteria for appointment of Executive Non-Executiveand Independent Directors on the Board of Directors of the Company and persons in theSenior Management of the Company their remuneration including determination ofqualifications Positive attributes independence of Directors and other matters asprovided under sub-section (3) of Section 178 of the Companies Act 2013 (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force). Thesame is uploaded on the website of the Company i.e. http ://g rouppower. org.

All the Board Members and Senior Management Group of the Company have affirmedcompliance with the code of conduct for the financial year ended on March 31 2022 asrequired by Regulation 26(3) of the Listing Regulations. A declaration signed by theChairman & Managing Director to this effect is attached as a part of this AnnualReport as Annexure VI.

DEMATERIALISATION OF EQUITY SHARES:

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

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

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ("POSH Act") and Rules made there underthe Company has formed Internal Complaints Committee for various work places to addresscomplaints pertaining to sexual harassment in accordance with the POSH Act. Thecomposition of Internal Complaints Committee is as follows:

Sr. No. Name of Director Designation
1. Mrs. Kavita Pillai Chairman
2. Mrs. Anita Singh Deputy General Manager
3. D. Venupal Nair General Manager

The Company has a policy for prevention of Sexual Harassment which ensures a free andfair enquiry process with clear time lines for resolution. To build awareness in thisarea the Company has been conducting online programme on a continuous basis.

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required by the provisions of Section 134(3)(m) of the Companies Act2013 read withRule 8 of the Companies (Accounts) Rules 2014 the relevant data pertaining toconservation of Energy Technology Absorption Foreign exchange earnings is attached with Annexure-V.

ANNUAL RETURN:

In accordance with circular issued by government of India "G.S.R. 159(E). dated05th March 2021" the requirement of preparing MGT-9 wiped off from Rule 12 as wellmaking it clear that MGT-9 is not required by any provision of the Act or Rules and inaccordance with Sections 134(3)(a) & 92(3) of the Companies Act 2013 read with Rule12(1) of the Companies (Management and Administration) Rules 2014 The annual return inForm No. MGT-7 for the financial year 2020-21 will be available on the website of theCompany (http://grouppower.org). The due date for filing annual return for the financialyear 2021-22 is within a period of sixty days from the date of annual general meeting.Accordingly the Company shall file the same with the Ministry of Corporate Affairs withinprescribed time and a copy of the same shall be made available on the website of theCompany (http://grouppower.org) as is required in terms of Section 92(3) of the CompaniesAct 2013.

INDUSTRIAL RELATIONS:

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

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

The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 came into effect from May 15 2015 to put in place a framework forprohibition of insider trading in securities and to strengthen the legal frameworkthereof. The provisions of Regulation 8 and 9 of the SEBI (Prohibition of Insider Trading)Regulations 2015 will be applicable to our Company immediately upon the listing of itsEquity Shares on the EMERGE platform of NSE.

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

Ms. Parul Mehta Company Secretary & Compliance Officer will be responsible forsetting forth policies procedures monitoring and adherence to the rules for thepreservation of price sensitive information and the implementation of the Code of Conductunder the overall supervision of the Board.

BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34(2)(f) of the Listing Regulations read with notificationSEBI/LAD-NRO/GN/2015-16/27 dated December 22 2015 the Business Responsibility Report isto be given only by top 500 listed companies based on market capitalization therefore thesame is not applicable to the Company as on March 31 2022.

CODE OF CONDUCT:

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

MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the CentralGovernment under subsection (1) of section 148 of the Companies Act 2013 are notapplicable to the Company and accordingly such accounts and records are not required to bemaintained.

INSOLVENCY AND BANKRUPTCY CODE:

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

The details of difference between amount of the valuation done at the time of one timesettlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof is not applicable to the Company.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the cooperation andassistance received from shareholders bankers financial institutions regulatory bodiesand other business constituents during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the commitment displayed by allexecutives officers and staff resulting in the Company achieving a number of milestonesduring the year.

FOR AND ON BEHALF OF BOARD OF DIRECTORS OF
FOR POWER AND INSTRUMENTATION (GUJARAT) LIMITED
DATE: 05th September 2022 Padmaraj Padmnabhan Pillai Sriram Nair
PLACE: Ahmedabad Managing Director Director
DIN: 00647590 DIN: 06491273

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