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The Members,
Your Directors are pleased to present the Thirty Eighth Annual Report of your Company together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2023.
Financial Performance:
Dividend:
Your Directors are happy to recommend a Dividend of Rs. 3.75 (Rupees Three & Paise Seventy-Five) per share on 15,12,51,188 Equity Shares of Rs. 10/- each fully paid up, for the year ended on 31st March, 2023 (Previous year Rs. 2.50 per share). The Dividend, if approved by the Shareholders at the ensuing 38th Annual General Meeting (AGM), shall be paid to those Members, whose names appear in the Register of Members of the Company as on 16th September, 2023. In respect of Shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on 11th September, 2023.
OPERATIONS
Surat Lignite Power Plant (SLPP):
Phase-I (2 x 125 MW Units 1 & 2):
During the year under review, Phase–I generated 1366.055 Million Units (MUs) with 62.38% Plant Load Factor (PLF) against the Budgeted target of 1537.512 MUs with 70.21% PLF. Plant availability was 78.36% against the Budgeted target of 81.14%. Commercial availability was 63.21% against the Budgeted target of 69.14%. Plant Performance was affected mainly due to increase in system partial loading owing to deferment of Unit-1 AOH because of grid requirements and Quality of Lignite; increase in Unit outages and increase in Backing down by SLDC.
Phase-II (2 x 125 MW Units 3 & 4):
During the year under review, Phase-II generated 1538.176 MUs with 70.24% PLF against the Budgeted target of 1742.108 MUs with 79.55% PLF. Plant availability was 83.23% against the Budgeted target of 86.72%. Commercial availability was 72.93% against the Budgeted target of 81.50%. Unit-4 Turbine Capital Overhauling (COH) taken first time after Commercial Operation and Unit-4 was under shutdown from 20/08/2022 to 04/10/2022. Plant Performance was affected mainly due to increase in Unit outages, increase in system partial loading mainly due to deferment of Unit-4 Capital Overhauling (COH) because of Grid requirements and Quality of Lignite; and increase in Backing down by SLDC.
Constant endeavors are being made to improve the overall performance of the Units, including technology improvement and modifications. The required maintenance program for the upkeep of the Units was undertaken during the year under review.
Mining:
During the year under review, Valia Lignite Mine has recorded the lignite production of 25.31 Lakh Te as against 24.87 Lakh Te during the preceding year and Vastan Lignite Mine has recorded the lignite production of 5.17 Lakh Te as against 4.21 Lakh Te during the preceding year.
Most of the requirement of lignite was met from our captive Vastan Lignite Mine and Mangrol-Valia Lignite Mine. To meet the demand of all the four units for operations during monsoon, the Lignite Stock of 11.40 Lakh Te was created on 30/06/2022 as against the previous year's stock of 12.45 Lakh Te on 30/06/ 2021.
• Approval of Mining Plan and Mine Closure Plan (first Modification) for Vastan Lignite Mine: Approval of Mining Plan and Mine Closure Plan (first modification) for Vastan Lignite Mine has been granted by Ministry of Coal (MoC), Government of India (GoI) vide letter dated 20/03/2023.
• Forest Clearance (3.0648 Ha Protected Forest Land-Social Forestry along SH-166) in the District Surat, Gujarat: Stage-1 approval for Diversion of forest land (Area 3.0684 Ha) for non-forest purpose for mining purpose in road side plantation strip declared as protected forest on SH-166 Kosamba-Velachha-Mosali-Jhankhav Road in Mangrol Taluka of Surat District has been approved by the Ministry of Environment, Forest and Climatic Change (MoEF&CC) vide letter dated 28/03/2023.
• Achieved Zero Accident Level:
Due to its hazardous nature, mining has been and continues to be an industry where the concern for miners' safety is of great importance. Your Company has achieved "Zero Accident Level" during the FY 2022-23 by maintaining and meeting the highest standards of safety norms in its mines.
112.4 MW Wind Power Projects:
The Company has total installed and commissioned capacity of 112.4 MW of Wind Power Projects at different sites / locations across State of Gujarat.
During the year under review, the 112.4 MW Wind farms have generated 215.60 MUs at a Capacity Utilization Factor (CUF) of 21.90 % as against budgeted generation of 231.13 MUs at a CUF of 23.47 %.
Although Machine availability has improved than the previous year, Wind Power generation was marginally lower during the year under review due to relatively low wind velocity compared to previous years across wind project sites / locations in Gujarat.
262 MW Solar Power Projects:
The Company has total installed and commissioned capacity of 262 MW of Solar Power Projects at different sites / locations across State of Gujarat.
During the year under review, 262 MW Solar Power Projects generated 525.01 MUs at a CUF of 22.88% against the budgeted generation of 553.57 MUs at a CUF of 24.12%. Generation was affected due to heavy rain/water logging and Cable Faults at 2X40 MW Solar Projects at Charanka.
100 MW Raghnaesda Solar Project generated 256.17 MUs at CUF of 29.24% which was one of the highest CUF of Solar Plant in India.
Vadodara Gas based Stations: Station- I (145 MW):
Station was not in operation during the year under review due to non-availability of APM gas/cheaper Spot gas.
Major plant equipment like GTs, GTGs, HRSGs & STG are kept under preservation and other plant auxiliaries are checked regularly for their availability.
Station – II (165 MW):
Station II was also not in operation during the year under review due to non-availability of cheap Spot gas. Critical Plant systems are checked and Transformers are periodically charged to maintain their availability.
Safety Performance:
The health and safety of all the employees is a prime concern of the Company. Your Directors are happy to inform that your Company is making sincere and committed efforts to maintain the safety of Plant equipment and creating a safe and healthy work environment for the employees. The Company has been spending adequate amount commensurate with its requirement on the health and safety related activities. Constant efforts are made to maintain accident free operations at all the locations. Safety Audit is conducted through external competent agency to ensure zero accident and cover all employees and contract workmen for safety related training.
Environmental Protection:
The Company recognizes Environment Management as an integral function of its operations. Towards this, your Company has adopted appropriate technology for control of pollutants at source.
• Vadodara Plant:
Your Company had also imposed total ban on using thermocol and plastic below 40micron size packing material for all incoming goods and the same is in force. Disposal of e-waste generated has been arranged through Central Pollution Control Board (CPCB) registered Vendors.
• Surat Lignite Power Plant (SLPP):
During the year under review, your Company replaced internals of total Nine (9) fields of Electrostatic Precipitator
(ESP) at total expenditure of Rs. 9.56 Crores to reduce Suspended Particulate Matter (SPM) emission through stack / chimney to meet new Environmental norms of Ministry of Environment, Forest & Climate Change (MoEF & CC), Govt. of India. Moreover, Limestone Storage Capacity of about 55,000 MT has been created for better quality of Limestone during monsoon season and better management of SO2 emission.
Your Company has planted 188 nos. of trees in the Plant and Colony premises for better green coverage.
Growth Plans:
2375 MW Khavda Renewable Energy (RE) Park:
Your Directors are pleased to inform that your Company has been allotted land at Great Rann of Kutch near Khavda to set up 2375 MW of Renewable Energy (RE) Park. This Park will be developed as a part of prestigious 30 GW RE Park planned near International Border in Great Rann of Kutch. Ministry of New & Renewable Energy (MNRE) has approved entire RE park under Ultra Mega Renewable Energy Power Project (UMREPP) Mode-8 to avail benefit of Central Financial Assistance (CFA).
The major work orders for developing RE park infrastructure such as Pooling sub-stations, internal roads & drains have been issued and work at site is under progress.
The entire RE Park capacity is expected to be completed by December, 2026.
600 MW Solar Power Project at Khavda:
Your Directors are pleased to inform that your Company has successfully bid for 600 MW Solar Power Project under Green shoe option of Gujarat Urja Vikas Nigam Limited (GUVNL) Tender. The Company has received the Letter of Intent (LoI) for the project from GUVNL in the month of May, 2023. The Company has already appointed M/s. Tata Consulting Engineers (M/s TCE) as Project Management Consultant and basic engineering and tendering activities have been initiated.
Accreditation for Integrated Management System (IMS) under ISO certifications:
Your Directors are pleased to inform that during the year under review, your Company has been successfully Recertified for Integrated Management System (IMS) with Renewal of ISO 9001:2015, ISO 14001:2015, ISO 45001:2018 & ISO 50001:2018 certifications for further period of three (3) years, on the basis of audit result / findings and commitment from Top Management.
Awards and Accolades:
Your Directors are pleased to inform that during the year under review, the Company has received following Awards: GIPCL-SLPP awarded Winner of "Power Plant Performance Award-2022" in "Power Plant Performer-2022 500 MW Lignite" category, for second consecutive year in "Thermal Power O&M Conference-Awards" organized by Mission Energy Foundation on 22nd June 2022.
GIPCL-SLPP received "Environment Excellence Award-2022" in "Clean Generator of the Year-Lignite" category, for third consecutive year in "SOx-NOx Conference-Expo-Award" programme, organized by Mission Energy Foundation. The Award was received on 09th September 2022.
GIPCL-SLPP second time received "National Efficiency Award-2023" under "Best Energy Efficient Plant-Lignite" category, organized by Mission Energy Foundation on 3rd February 2023.
GIPCL-SLPP awarded Winner of "Fly Ash Utilization Award-2023" for Fly Ash Utilization in Thermal Power Stations in "Efficient Management of Fly Ash" 500 MW (State Sector)" category, for sixth consecutive year at 12th Fly Ash Utilization 2023-Conference-EXPO-Awards Organized by Mission Energy Foundation, supported By Ministry of Coal, Ministry of Power, Ministry of steel, Ministry of Road Transport and Highways, Ministry of Environment & Forest and Ministry of Urban Development on 4th March 2023.
The 100 MW Solar Power Project at Raghanesda was awarded" Best Performing Utility Scale Project of the Year-2023" by EQ-Suryacon, Ahmedabad.
Subsidiary:
The Company has no Subsidiary as at the end of the year under review.
Public Deposits:
During the year 2022-23, your Company has not accepted / renewed any Fixed Deposit. As on the date of this Report, there is no Deposit either unpaid / unclaimed or due for transfer to Investors' Education and Protection Fund (IEPF).
Particulars of Loans, Guarantees or Investments:
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.
Listing Regulations Compliance:
Equity Shares of your Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and their Listing Fees for the FY 2023-24 have been paid.
The Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Secretarial Standards except as mentioned in detail in the Corporate Governance Report forming part of the Board's Report.
There has been no penalty / stricture imposed on the Company by the Stock Exchanges or SEBI or any other Statutory Authority on any matter related to capital markets during last three financial years, except penalty as mentioned in detail in the Corporate Governance Report forming part of the Board's Report.
Insurance:
The properties and the insurable interest of the Company are adequately insured. The Company has also taken necessary insurance cover as required under the Public Liability Insurance Act, 1991.
Corporate Social Responsibility (CSR) Initiatives:
As a part of its CSR initiatives, the Company has undertaken projects in the areas of Health, Education, Livelihood, Development of Village Infrastructure, etc. These projects are in accordance with Schedule VII to the Companies Act, 2013. A Report on CSR activities is annexed to this Report as Annexure ‘A'.
Energy Conservation and Technology Absorption:
The measures taken by your Company towards Energy Conservation and Technology Absorption are given in the Annexure ‘C' to this Report. These measures have resulted in saving at SLPP of about 18.14 Million Units (MUs) Electrical Energy and 0.99 Lakh MT Lignite aggregating to total saving of around Rs. 19.01 Crores.
Related Party Transactions:
There were no materially significant transactions made by the Company with Promoters, Directors or Key Managerial Personnel or other designated persons which may have potential conflict with the interests of the Company.
All related party transactions are placed before the Audit Committee and / or to the Board for approval / noting as the case may be. Omnibus approval of the Audit Committee has been obtained for transactions which are of repetitive nature. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure ‘D‘ and forms part of this Report.
The Policy on Related Party Transactions (RPTs) is uploaded and can be accessed on the website of the Company www.gipcl.com. None of the Directors has pecuniary relationships or transactions vis-?-vis the Company.
Vigil Mechanism or Whistle Blower Policy:
The Company has a Vigil Policy / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The said Policy is explained in the Corporate Governance Report and also posted on the website of the Company www.gipcl.com.
Directors' Responsibility Statement:
The Board of Directors of the Company confirms:
a. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;
b. that the selected accounting policies were applied consistently and the Directors made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the Annual Accounts have been prepared on a going concern basis;
e. internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and operating effectively; and
f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Management Discussion and Analysis:
A Report on Management Discussion and Analysis dealing with Business Operations and Performance, Expansion Project, Opportunities and Risks / Concerns, Safety and Environment, Human Resource Development, Corporate Social Responsibility, Controls and Audit Systems, etc. is annexed forming part of this Report.
Corporate Governance:
A detailed Report on Corporate Governance along with Certificate issued by M/s. TNT & Associates., Practicing Company Secretaries, Vadodara (CP No. 3123) is annexed forming part of this Report.
Business Responsibility & Sustainability Report (BRSR):
A detailed Report on Business Responsibility & Sustainability Report (BRSR), as applicable to your Company from the Financial Year ended on 31st March, 2023, under regulation 34(2)(f) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is annexed forming part of this Report.
Risk Management:
Pursuant to the applicable provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations (Second Amendment), 2021, effective from 5th May, 2021, the Company is required to frame Risk Management Policy and constitute a Risk Management Committee of Directors.
However, the Board of Directors of the Company has been reviewing the Report on Risk Management and Risk Minimization on quarterly basis much before the mandatory applicability of provisions of said Regulation of (Listing Obligations and Disclosure Requirements) Regulations (Second Amendment), 2021 becoming effective, The Company has constituted an Internal Risk Management Committee consisting of Sr. Officials of the Company which has well laid down system and procedure of regular monitoring of various kinds of risks that are inherent to the nature of its business and operations. The Internal Risk Management Committee submits its Report to the Risk Management Committee of Directors and regular reporting on quarterly basis is done to the Board of Directors on Risk assessment and steps taken to mitigate/minimize the same.
Internal Financial Controls:
The Company has designed and implemented a process driven framework for Internal Financial Controls (‘IFC') within the meaning of the explanation to section 134(5)(e) of the Companies Act, 2013. For the FY 2022-23, the Board is of the opinion that the Company has in all material respects a sound Internal Financial Control System in place, commensurate with the size, scale and complexity of its business operations and the said Internal Financial Control System is operating effectively. The Company has, in place, a process to continuously monitor the same and identify gaps, if any, and implement new and / or improved Internal Controls whenever the effect of such gaps would have a material effect on the Company's operations.
Credit Rating:
M/s. CARE Ratings Limited has awarded/reaffirmed
i) "CARE AA-; Stable" rating in respect of Long-term Bank facilities of Rs. 919.37 crores,
ii) "CARE AA-; Stable / CARE A1+" rating in respect of Long Term / Short Term Bank Facilities of Rs. 421.34 crores and
iii) "CARE A1+" rating in respect of Short-Term Bank Facilities of
Rs. 735.00 crores during FY 2022-23.
Compliance with Secretarial Standards:
The Secretarial Standards issued and notified by the Institute of Company Secretaries of India have been generally complied with by the Company during the Financial Year 2022-23.
Key Managerial Personnel:
Consequent upon resignation by CS Achal S Thakkar, as Company Secretary and Compliance Officer of the Company w.e.f. 09/05/2022, the following are the KMPs as on date of this Report:
Directors:
The following changes have taken place in the Board of Directors of the Company since the 37th Annual General Meeting held last year on 22/09/2022: Dr. (Ms.) Manjula Subramaniam, IAS (Retd.) (DIN: 00085783) had tendered resignation as Woman Independent Director of the Company w.e.f. 12/12/2022 due to falling health before her sad demise on 01/01/2023.
The Board places on record its sincere appreciation for the valuable guidance provided by Late Dr. (Ms.) Manjula Subramaniam, IAS (Retd.) during her tenure as Woman Independent Director of the Company.
CS V V Vachharajani (DIN: 00091677) Nominee of Gujarat State Fertilizers Company Limited (GSFC) tendered resignation from the Board of Directors of the Company w.e.f. 09/02/2023. Smt. Manisha Chandra, IAS (DIN: 07557312) Nominee of Goverment of Gujarat tendered resignation from the Board of Directors of the Company w.e.f. 03/08/2023.
The Board places on record its sincere appreciation for the valuable guidance provided by CS V V Vachharajani (DIN: 00091677) and Smt. Manisha Chandra, IAS (DIN : 07557312) during their respective tenures as Director of the Company. Shri J P Shivahare, IAS (DIN: 07162392) and Shri Swaroop P., IAS (DIN:08103838) Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.
Further, your Directors also recommend for your approval, resolutions at Sr. 03 and 04, of the Notice convening the 38th AGM for the re-appointment Shri J P Shivahare, IAS (DIN: 07162392) and Shri Swaroop P., IAS (DIN:08103838) respectively as Directors of the Company, liable to retire by rotation.
Number of Board Meetings:
The Company has complied with the provisions for holding Board Meetings and the gap between any two meetings did not exceed 120 days. Six (06) Meetings of the Board of Directors of the Company were held during the year under review on 20/05/ 2022, 04/08/2022, 09/09/2022, 20/10/2022, 03/01/2023 and 14/02/2023.
Policy on Directors' Appointment and Remuneration:
The Company has formulated and adopted a Policy on Directors' Appointment and Remuneration and the same is accessible on the website of the Company www.gipcl.com.
Performance Evaluation of Board, Committees and Directors:
Pursuant to the provisions of Section 178(2) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination & Remuneration (NR) Committee of Directors to, inter alia; evaluate the performance of Directors, including Independent Directors, Executive Director, Chairman, the Board and various Committees of the Board.
The Nomination & Remuneration Committee evaluates the performance of each member of the Board of Directors as per the Nomination and Remuneration Policy of the Company framed in accordance with the provisions of Section 178 of the Act and as per the evaluation criteria defined by the NR Committee.
The Evaluation of the Board and its Committees is carried out by the Board. The Evaluation of Independent Directors is also carried out by the entire Board except the Director being evaluated, in the same manner as it is done for other Directors of the Company.
The Evaluation of the Executive Director and the Chairman of the Company are carried out by the entire Board except the Director being evaluated. The meeting for the purpose of evaluation of performance of Board Members is held at least once in a financial year. The Company has disclosed the criteria laid down by the Nomination & Remuneration Committee for performance evaluation, on its website for reference and also in the Annual Report of the Company.
Appraisal of each Director of the Company is based on the skills matrix identified by the Board of Directors as required in the context of its business(es) and sector(s) for it to function effectively and those actually available with the Board, are Strategic Leadership, Financial Expertise, General Management, Governance Practices, Corporate Practices and Professional / Technical Expertise.
Particulars of Employees:
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is not applicable as no Employee was paid remuneration during the year in excess of Rs. 1.02 Crores when employed throughout the year and Rs. 8.50 Lakhs per month when employed for a part of the year. Further, there was no employee holding 2% or more of the equity shares of the Company during the year 2022-23.
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, will be provided upon request.
The details of top ten employees in terms of remuneration drawn during the year 2022-23 is given at Annexure ‘E' to this Board's Report.
In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company between 10:00 a.m. to 12:00 noon on all working days of the Company up to the date of the ensuing 38th AGM. None of such employees is a relative of any Director of the Company.
None of such employees hold [by themselves or along with their spouse and dependent children(s)] more than two percent of the equity shares of the Company.
AUDITORS:
(i) Internal Auditors:
M/s. Parikh Mehta & Associates, Chartered Accountants, Vadodara, (ICAI Firm Reg. No.:0112832W) were appointed as Internal Auditors of the Company for the Financial Year 2022-23 and they have submitted their Report to the Audit Committee of Directors.
M/s. Parikh Mehta & Associates, Chartered Accountants, Vadodara, (ICAI Firm Reg. No.:0112832W) have been reappointed as Internal Auditors of the Company for the Financial Year 2023-24.
The Audit Committee of Directors periodically reviews the reports of Internal Auditors.
(ii) Statutory Auditors:
As recommended by the Audit Committee and the Board of Directors, the shareholders at their 35th AGM, have appointed M/s. CNK & Associates LLP, Chartered Accountants, Vadodara (ICAI Firm Registration No.101961W/W-100036) as Statutory Auditors of the Company for a period of five consecutive Financial Years i.e. from FY 2020-21 to FY 2024-25 to hold office from the conclusion of 35th AGM to the conclusion of the 40th AGM.
(iii) Cost Auditors:
Cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013, have been maintained by your Company during the year under review.
M/s. Dalwadi & Associates (Firm Registration No.000338) were appointed as Cost Auditors of the Company for the Financial Year 2022-23.
The Board of Directors has reappointed M/s. Dalwadi & Associates (Firm Registration No.000338) as Cost Auditors of the Company for the Financial Year 2023-24, subject to shareholders' ratification to the remuneration payable to the Cost Auditors.
Resolution at Sr. No. 07 of the Notice of 38th AGM is recommended for ratification of the Members for the remuneration payable to Cost Auditors for the Financial Year 2023-24.
(iv) Secretarial Auditors:
The Board of Directors had appointed M/s. TNT & Associates, Practicing Company Secretaries, Vadodara, (CP No.3123) as Secretarial Auditors of the Company for the financial year 2022-23. Secretarial Audit Report of M/s. TNT & Associates for the Financial Year 2022-23 ended on 31st March, 2023 in the prescribed Form-MR 3 is annexed to this Report as Annexure ‘B'.
The Board of Directors have appointed M/s. TNT & Associates, Practicing Company Secretaries, Vadodara (CP No.3123), as Secretarial Auditors of the Company for the Financial Year 2023-24.
Qualifications / Adverse Observations of Auditors:
The Statutory Auditors have not reported any qualifications / adverse observations.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
Investor Education and Protection Fund (IEPF)
Transfer of Dividend and corresponding Equity Shares to the Investor Education and Protection Fund.
During the Financial Year 2022-23, unclaimed dividend for the Financial Year 2014-15 aggregating Rs. 21,91,092.50 was transferred to Investor Education and Protection Fund (IEPF). The Company has also transferred Rs. 12,55,625.50 to the bank account of the IEPF towards dividend declared by the Company for the Financial Year 2022-23 for such shares which were transferred to the IEPF earlier.
During the Financial Year 2022-23, the Company has also transferred 43816 Equity Shares to the IEPF in respect of which dividends remained unclaimed for seven consecutive years, pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended.
Shareholders may claim their unclaimed dividend for the years prior to and including the Financial Year 2014-15 and the corresponding shares, if any, from the IEPF Authority by applying in the prescribed Form No. IEPF-5.
This form can be downloaded from the Website of the IEPF Authority at www.iepf.gov.in, the access link of which is also available on the Company's website at www.gipcl.com under the section ‘Investors'.
Attention of the Members is drawn that the unclaimed dividend for the Financial Year 2015-16 and the corresponding shares will be due for transfer to the IEPF on 22nd October, 2023, for which purpose communication has been sent to the concerned Shareholders advising them to claim their dividends. Notices in this regard have also been published in newspapers. Details of such shares are available on the Company's website under the section ‘Investors'.
Details of Nodal Officer
In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the details of Nodal Officer of the Company, for the purpose of coordination with Investor Education and Protection Fund Authority are as under:
The Company has also displayed the above details of Nodal Officer on its website at www.gipcl.com
Dividend Distribution Policy
As per the recent amendment in the SEBI Listing Regulations, the Dividend Distribution Policy has been made applicable to Top 1000 companies as per Market Capitalization as on 31/03/2021. Accordingly, the Board of Directors of the Company at its Meeting held on 07/08/2021 has adopted "Dividend Distribution Policy" effective from 07/08/2021, which is available on the Company's website at https://www.gipcl.com/corporate-policies.htm
Risk Management Policy
The Company had constituted the Risk Management Committee of Directors w.e.f. 07/08/2021. Currenty the said Committee consists of following Directors:
Pursuant to provisions of Regulations 17 & 21 of SEBI Listing Regulations and Sections 134 & 177 of the Companies Act, 2013 ("the Act") and other applicable provisions, if any, of the SEBI Listing Regulations and the Act, the Board of Directors of the Company has also approved and framed "Risk Management Policy" of the Company, which is available on the website of the Company at https://www.gipcl.com/corporate-policies.htm The Board of Directors have reviewed the said Policy at its Meeting held on 29/05/2023.
Extract of Annual Return:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023, is available on the Company's website on https://www.gipcl.com/disclosure-under-regulation-46-sebi-lodr.htm
Anti-Sexual Harassment Policy:
The Company has formulated and implemented a policy as well as constituted an Internal Complaints Committee on prevention of sexual harassment at workplace as required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no cases filed under the Sexual Harassment of Women under Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Material Changes and Commitments:
No material changes and commitments affecting the financial position of the Company have occurred between the end of financial year, to which, this financial statement relates and the date of this Report, hence not reported.
General Disclosures:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a) Details relating to deposits covered under Chapter V of the Act.
b) Details of remained, unpaid or unclaimed dividend at the end of year.
c) Issue of equity shares with differential right as to dividend, voting or otherwise.
d) Issue of shares (including Sweat Equity Shares) to employees of the Company under any scheme.
e) Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
f) No significant or material order, is passed by the Regulators or Courts or Tribunals, which impact the going concern status and Company's operations in future.
Acknowledgements:
The Board of Directors places on record its gratitude and appreciation to the Government of India, Government of Gujarat, Financial Institutions, Banks, Insurance Companies, Business Associates, Promoters, Shareholders and Employees of the Company for their valuable support and faith reposed by them in the Company.