Directors Report of Gujarat Industries Power Company Ltd.

Mar 31, 2025

Your Directors are pleased to present the Fortieth (40^th) Annual
Report of your Company together with the Audited Financial
Statements of the Company for the Financial Year ended
31^st March, 2025.

FINANCIAL PERFORMANCE:

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	1,25,626	1,34,864
Less: Operating Expenses	85,013	96,744
Operating Profit	40,613	38,120
Add: Other Income	6,883	7,640
Profit Before Interest, Tax,	47,496	45,760
Depreciation and Amortisation
Less: Finance Cost	3193	3,720
Profit Before Tax, Depreciation and Amortisation	44,303	42,040
Less: Depreciation and Amortisation	17,008	16,789
Profit Before Tax	27,295	25,252
Less: Tax Expenses	6,151	5,401
Profit After Tax	21,144	19,851
Add: Other Comprehensive Income (net of tax)	(2,332)	942
Total Comprehensive Income	18,812	20,793
Balance in Retained Earnings at the beginning of the year	14,765	10,361
Balance in Retained Earnings at the end of the year	20,669	14,765

Dividend:

Your Directors are happy to recommend a Dividend of '' 4.09
(Rupees Four & Paise Nine) per share on 15,52,15,944 Equity
Shares of '' 10/- each fully paid up, for the year ended on 31^st
March, 2025 (Previous year '' 3.95 per share). The Dividend,
if approved by the Shareholders at the ensuing 40^th Annual
General Meeting (AGM), shall be paid to those Members, whose
names appear in the Register of Members of the Company as on
12^th September, 2025. 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 12^th September, 2025.

OPERATIONS

Surat Lignite Power Plant (SLPP):

Phase-I (2 x 125 MW Units 1 & 2):

During the year under review, Phase-I generated 1513.626
Million Units (MUs) with 69.12% Plant Load Factor (PLF) against
the Budgeted target of 1664.364 MUs with 76.00% PLF. Plant
availability was 83.89% against the Budgeted target of 83.42%.
Commercial availability was 70.14% against the Budgeted
target of 75.70%. Plant Performance was affected mainly due
to increase in system partial loading and increase in Unit-1
Overhauling duration. Increase in System partial loading was
mainly due to heavy and continuous rain during monsoon and
extended monsoon. Unit-1 Planned Outage was taken from
15/11/2024 to 22/12/2024 for Overhauling. Unit-2 planned
outage was taken from 20/08/2024 to 07/09/2024 to carry out
planned maintenance works.

The overall Plant Performance is better in comparison to the
previous year corresponding period.

Phase-II (2 x 125 MW Units 3 & 4):

During the year under review, Phase-II generated 1651.153 MUs
with 75.40% PLF against the Budgeted target of 1725.853 MUs
with 78.81% PLF. Plant availability was 81.78% against the
Budgeted target of 84.72%. Commercial availability was 79.57%
against the Budgeted target of 80.01 %. Plant Performance
was affected mainly due to increase in Unit outages. Unit-4
Planned Outage was taken from 01/07/2024 to 16/08/2024 for
Overhauling.

The overall Plant Performance is better in comparison to the
previous year corresponding period.

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 29.75 Lakh Te as against 25.73 Lakh Te
during the preceding year and Vastan Lignite Mine has recorded
the lignite production of 4.40 Lakh Te as against 4.70 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 11.72 Lakh Te was created on 30/06/2024 as
against the previous year''s stock of 11.98 Lakh Te on 30/06/2023.

• Re-Handling of External Overburden Dump and Backfilling
at North Pit of Vastan Lignite Mine:

Work for the Re-Handling of External Overburden Dump
and Backfilling at North Pit of Vastan Lignite Mine has been
awarded and started.

By Re-Handling of External Overburden Dump and
Backfilling at North Pit of Vastan Lignite Mine, we will be
able to get about 218.00 Ha area (reclaimed area and space
available at external dump area) for the installation of Solar
Power Plant.

• Limestone Lease Allocation:

To fulfil the limestone requirement for the balance life of
existing 500 MW Power Plant and extended life of existing
Power Plant, a limestone block (80.00 Ha) adjacent to
existing Vastan limestone mine has been notified by the
Ministry of Mines, GoI vide letter dated 27/02/2024 and
Letter of Intent (LOI) has been issued by IMD.

• 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 2024-25 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 170.38 MUs at a Capacity Utilization Factor (CUF) of
17.30% as against budgeted generation of 220.05 MUs at a CUF
of 22.35%.

Generation from Wind farms had been significantly lower than
the budget & corresponding period of the previous year mainly
due to heavy rain across Gujarat during July & August 2024
leading to submergence of Pooling Sub Stations, water logging
on approach roads, damage to transmission infrastructure

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 526.43 MUs at a CUF of 22.94% against the budgeted
generation of 546.43 MUs at a CUF of 23.81%.

Generation is lower than budget and corresponding period of
the previous year mainly due to outage of transmission line in
the month of June 24 for shifting of 400 kV line due to Bharat
Mala Express Highway by PGCIL. Also, generation was affected
due to lower Solar Radiation than corresponding period of the
previous at Charanka and Raghanesda site during Q2 of FY
2024-25 and excessive rain & cloudy days.

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.
Your Directors are glad to inform that the Company has
successfully completed accident free operations for the entire
year under review i.e. FY 2024-25.

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 40 micron 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 three (3) fields of Electrostatic Precipitator
(ESP) and revived 3 nos. dummy ESP fields along with
repair/ replacement/ strengthening of ESP casing/ structure
at total expenditure of approx. '' 15.29 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.

Your Company has generated green campus/ environment
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 is being
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, Transmission Line, internal roads
& drains have been issued. Construction work at site is under
progress. Construction work for dedicated 400 KV Transmission
Line has been completed from PSS-1 up to KPS-II Sub-station
and successfully charged on 30/04/2025. PSS-1 400 KV GIS
system and 2 Nos. of Power Transformers have been successfully
Energized. With this, 100% power evacuation capacity is
available for GIPCL 600 MW Solar Project. All internal roads,
drains and Pond works have been completed.

Construction work for 1200 MW Pooling Substation-2 is under
progress. Critical Equipment''s like 400 kV GIS System, Power
Transformers, 33 kV Switchgears etc. have already been received
at site.

The entire RE Park capacity is expected to be completed by
December 2026 in a phase manner.

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 and PPA has

been signed in August 2023. The Company has appointed M/s.
Tata Consulting Engineers (M/s. TCE) as Project Management
Consultant and work order for Balance of System (BoS) package
and supply of Solar PV Modules have been issued. The site
is fully mobilized and Construction work for BoS package is
under advanced stage. All materials and equipment''s have been
delivered at site.

Connectivity for power evacuation has already been secured
from CTUIL for the project. In line with the project completion
timeline, the Company has identified priority 105 MW
commissioned on 27^th June, 2025.

500 MW Solar Project at Khavda

Your Directors are pleased to inform that your Company has
already signed PPA with GUVNL for 500 MW Solar PV project
at Khavda RE Park in the month of October 2023.The PPA has
been approved by GERC vide Order dated 25/09/2024. Contract
awarded for Balance of System (BoS) package and supply of
Solar PV Modules for 500 MW Solar Project. The site is fully
mobilized and Construction work for BoS package is under
progress. The land for the project is in possession and power
evacuation connectivity has been obtained.

75 MW Solar Power Project at Vastan - Near Surat Lignite
Power Plant.

Your Directors are pleased to inform you that the Company is
establishing a 75 MW Solar power plant under the group captive
model for Gujarat State Fertilizers & Chemicals Limited and
Gujarat Alkalies and Chemicals Limited. This project is being
developed on reclaimed mining land at the Surat Lignite Power
Plant, in alignment with the Gujarat Renewable Energy Policy
2023 announced by the Government of Gujarat.

The EPC contract for the project was awarded on April 22,
2024, with a scheduled completion timeline of 330 days and
Phase-I comprising 25 MW is commissioned on 22/04/2025
and the remaining Phase-II comprising 50 MW capacity is also
commissioned on 24/06/2025.

Accreditation for Integrated Management System (IMS) under
ISO certifications:

Your Directors are pleased to inform that 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 done in
the year 2025 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-2024" in "Power Plant Performer-2024 < 500 MW
- Lignite" category for fourth consecutive year, conferred
by Mission Energy Foundation during Flex-24 Conference
& Awards program on Thermal Power Plants on 24^th April
2024.

• GIPCL-SLPP awarded Winner of "Water Optimization
Award-2024" in "Best Water Efficient Plant < 500 MW",
Western Region - Lignite category, conferred by Mission
Energy Foundation during Flex-24 Conference & Awards
program on Thermal Power Plants on 24^th April 2024.

• GIPCL-SLPP received "National Efficiency
Award-2024" under "Best Energy Efficient Plant - Lignite"
category, conferred by Mission Energy Foundation during
Flex-24 Conference & Awards program on Thermal Power
Plants on 24^th April 2024.

• GIPCL-SLPP received "National Energy Management
Award-2024" for Outstanding Performance in Energy
Conservation & Management, conferred by Confederation
of Indian Industry (CII), Hyderabad and identified as ''Energy
Efficient Unit''. The award was received on 12^th September
2024.

• GIPCL-SLPP awarded Winner of "Water Optimization
Award-2025" in "Best Water Efficient Plant < 500 MW",
Western Region - Lignite category for third consecutive
year, conferred by Mission Energy Foundation during 6^th
Annual Water Optimization Awards-2025 program on 10^th
January 2025.

• GIPCL - SLPP awarded Winner of "National Fly Ash
Utilization Award-2025" for Fly Ash Utilization in Thermal
Power Stations in "Efficient Management of Fly Ash 500¬
1000 MW (State Sector, Western region)" category,
for eighth consecutive year at 14^th Fly Ash Utilization
Conference-EXPO-Awards-2025 Organized by Mission
Energy Foundation, supported By Ministry of Coal, Ministry
of Power, Ministry of Road Transport and Highways and
Ministry of Environment & Forest on 08^th March 2025.

Subsidiary:

The Company has no subsidiary as at the end of the year under
review.

Public Deposits:

During the year 2024-25, 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 2025-26 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.

BSE and NSE imposed penalty for non-compliance with
Regulation 34 and 21 of SEBI (LODR) Regulations, 2015.
However, on representation made by the Company, the penalty
was waived off by the Stock Exchanges.

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 20.95 Million Units (MUs) Electrical
Energy and 0.89 Lakh MT Lignite aggregating to total saving of
around '' 18.40 Crores.

Related Party Transactions:

Pursuant to Regulation 23(4) of the SEBI (LODR) Regulation
Amendments, 2021, the Company has taken prior approval
from its members of the Company through Postal Ballot
dated 14/03/2025 for the approval of Material Related Party
Transactions with Promoters i.e. GUVNL, GACL and GSFC,
however, no transactions are in conflict with the Company''s
overall interest and also said transactions are in ordinary course
of business and at arm''s length basis.

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-a-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
31^st March, 2025 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 for the Financial
Year ended on 31^st March, 2025, 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 5^th 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 became effective.

The Company has constituted an Internal Risk Management
Committee consisting of senior 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 2024-25, 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
'' 3,387.83 crores, ii) "CARE AA-; Stable / CARE A1 " rating in
respect of Long Term / Short Term Bank Facilities of '' 677.88
crores and iii) "CARE A1 " rating in respect of Short-Term Bank
Facilities of '' 810.00 crores during FY 2024-25.

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 2024-25.

Key Managerial Personnel:

There was no change in Key Managerial Personnel (KMP) during
the year under review. The following are the KMPs as on date
of this Report:

Sr.	Name	Designation
1	Smt. Vatsala Vasudeva, IAS	Managing Director
2	CA K K Bhatt	Chief General Manager (Finance) & Chief Financial Officer
3.	CS Shalin Patel	Company Secretary & Compliance Officer

Directors:

The following changes have taken place in the Board of
Directors of the Company as on the date of the Board Report of
the Companys:

Shri A K Rakesh, IAS (DIN:00063819), Chairman and Director
(Nominee of Government of Gujarat) has ceased to hold office
of Director w.e.f. 31/07/2024 consequent upon superannuation
from the position of Additional Chief Secretary, Agriculture,
Farmers Welfare & Co-operation Department, Government of
Gujarat. The Board places on records its sincere appreciation
for the valuable guidance provided by Shri A K Rakesh, IAS
(DIN:00063819) during his tenure as Nominee Director of the
Company.

Further, Shri Chirag Kritikumar Mehta (DIN: 10428396) Director
(Nominee of Gujarat State Fertilizers & Chemicals Limited) ceased
to hold office of Director w.e.f. 13/08/2024, consequent upon
nomination changed by appointing authority. The Board places
on records its sincere appreciation for the valuable guidance
provided by Shri Chirag Kritikumar Mehta (DIN: 10428396)
during his tenure as Nominee Director of the Company.
Pursuant to the provision of Sections 152, 161 and all the
applicable provisions, if any, of the Companies Act, 2013
(the Act) and the Companies (Appointment and Qualification
of Directors) Rules, 2014 (the Rules) (including any statutory

modification(s) or re enactment(s) thereof for the time being
in force) read with Article 93 of the Articles of Association of
the Company and Nomination Letter No. SEC/BD/2024 of the
Gujarat State Fertilizers & Chemicals Limited (GSFC) and subject
to approval of the shareholders, the appointment of Shri Kanyo
Sadhuram Badlani (DIN: 10237996), as an Additional Director
(Nominee of Gujarat State Fertilizers & Chemicals Limited) on
the Board of the Company with effect from 21/08/2024 the
same has been ratified by the members of the Company by way
of ordinary resolutions at 39^th Annual General Meeting of the
Company held on 20/09/2024.

Further, Shri Prabhat Singh (DIN: 03006541) Director, ceased
to hold office of Director w.e.f. 20/09/2024, consequent upon
completion of term of five years as an Independent Director. The
Board places on records its sincere appreciation for the valuable
guidance provided by Shri Prabhat Singh (DIN: 03006541)
during his tenure as Independent Director of the Company.
Pursuant to the provisions of Section 152, 161 and all other
applicable provisions, if any, of the Companies Act, 2013
(the Act) and the Companies (Appointment and Qualification
of Directors) Rules, 2014 (the Rules) (including any statutory
modification(s) or re-enactment(s) thereof for the time being
in force) read with Article 89 of the Articles of Association of
the Company and Office Order No. FD/0369/09/2024 dated
13/09/2024 of the Finance Department, Government of Gujarat
(GoG), Shri K K Nirala, IAS,(DIN:08665796) as an Additional
Director (Nominee of Government of Gujarat) of the Company
with effect from 10/10/2024 and the same has been ratified by
the members of the Company by way of ordinary resolutions
through postal ballot on 03/01/2025.

Pursuant to the provisions of Section 152, 161 and all other
applicable provisions, if any, of the Companies Act, 2013 (the Act)
and the Companies (Appointment and Qualification of Directors)
Rules, 2014 (the Rules) (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force) read with
Article 88 of the Articles of Association of the Company and Office
Order No. EPCD/GIP/e-FllE/20/2023/1438/K dated 09/11/2024
of the Energy and Petrochemicals Department, Government
of Gujarat (GoG), Shri J P Gupta, IAS, (DIN:01952821) as an
Additional Director (Nominee of Government of Gujarat) of the
Company with effect from 12/11/2024 and the same has been
ratified by the members of the Company by way of ordinary
resolutions through postal ballot on 03/01/2025.

Further, Shri Swaroop P., IAS, (DIN: 08103838) Director
(Nominee of Gujarat Alkalies and Chemicals Limited), has
ceased to hold office of Director w.e.f. 03/02/2025 consequent
upon resignation from the position. The Board places on records
its sincere appreciation for the valuable guidance provided by
Shri Swaroop P., IAS, (DIN: 08103838) during his tenure as
Nominee Directors of the Company.

Pursuant to the provisions of Sections 149, 150, 152 read with
Schedule IV and all other applicable provisions of the Companies
Act, 2013 (the Act) and the Companies (Appointment and
Qualification of Directors) Rules, 2014 (the Rules) (including
any statutory modification(s) or re-enactment thereof for the time
being in force), Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, (SEBI LODR), as
amended, Articles 86 and 98 of the Articles of Association of the
Company and subject to the approval by the Shareholders of the
Company, the Committee do hereby recommend for approval by
the Board of Directors of the Company, the appointment of Shri
Susanta Kumar Roy (DIN: 07940997) and Smt. Suchita Gupta
(DIN: 08697650) as an Additional Directors (Independent), not
liable to retire by rotation with effect from 20/02/2025 and the
same has been ratified by the members of the Company by way
of special resolutions through postal ballot on 16/05/2025.

Pursuant to the provision of Sections 152, 161 and all the
applicable provisions, if any, of the Companies Act, 2013
(the Act) and the Companies (Appointment and Qualification
of Directors) Rules, 2014 (the Rules) (including any statutory
modification(s) or re enactment(s) thereof for the time being in
force) read with Article 93 of the Articles of Association of the
Company, the appointment of Smt. Avantika Singh Aulakh, IAS
(DIN: 07549438), as an Additional Director (Nominee of Gujarat
Alkalies & Chemicals Limited) on the Board of the Company
with effect from 25/02/2025 the same has been ratified by
the members of the Company by way of ordinary resolutions
through Postal Ballot on 16/05/2025.

Pursuant to the Provisions of Section 149, 152 and 161 of the
Companies Act, 2013 (the Act), the Companies (Appointment
and Qualification of Directors) Rules, 2014 (the Rules) and any
other applicable provisions of the Act and the Rules made there
under (including any statutory modification(s) or re- enactment
thereof for the time being in force) read with Schedule IV of
the Companies Act, 2013, Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Amendment
Regulations, 2021 (SEBI LODR) and Article 86 & 98 of the Articles
of Associations (AoA) of the Company and as recommended
by the Nomination and Remuneration Committee of Directors
through circular and the Board of Directors at its Meeting held on
08/04/2025 re-appointed Shri Prabhat Singh (DIN: 03006541),
as an Additional Director (Independent) w.e.f. 08/04/2025, and
the same has been ratified through Special Resolution by Postal
Ballot on 16/05/2025.

Further, Shri Krishna Kumar Nirala, IAS, (DIN: 08665796)
Director (Nominee of Government of Gujarat), has ceased to
hold office of Director w.e.f. 01/07/2025 consequent upon
transfer from the position of Secretary (Expenditure), Finance
Department, Government of Gujarat. The Board places on
records its sincere appreciation for the valuable guidance
provided by Shri Krishna Kumar Nirala, IAS, (DIN: 08665796)
during his tenure as Nominee Directors of the Company.

Further, Shri J P Gupta, IAS, (DIN:01952821) Chairman and
Director (Nominee of Government of Gujarat), has ceased
to hold office of Director w.e.f. 28/07/2025 consequent to
superannuation from the position of Additional Chief Secretary,
Tribal Development Department, Government of Gujarat.

The Board places on records its sincere appreciation for
the valuable guidance provided by Shri J P Gupta, IAS,
(DIN:01952821) during his tenure as Nominee Directors of the
Company.

Pursuant to the provisions of Section 149, 152 and 161 of the
Companies Act,2013 (the Act) and the Companies (Appointment
and Qualification of Directors) Rules, 2014 (the Rules) and any
other applicable provisions of the Act and the Rules made there
under (including any statutory modification(s) or re-enactment
thereof for the time being in force) and Regulation 17(1 C)
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Article 88 and Article 94 of the
Articles of Association of the Company and Government of
Gujarat (GoG), Energy & Petrochemicals Department Letter No.
EPCD/0509/07/2025 dated 28/07/2025 and as recommended
by the Nomination and Remuneration Committee of Directors,
the Board of Directors appointed Dr. Jayanti S. Ravi, IAS (DIN:
07327139), Additional Chief Secretary (Revenue), Revenue
Department, Government of Gujarat, as an Additional Director,
Nominee of Government of Gujarat w.e.f. 02/08/2025 and the
same will be ratified through Ordinary Resolution at 40^th AGM
on 18/09/2025.

Shri J P Shivahare, IAS (DIN: 07162392) and Shri K S Badlani,
(DIN: 10237996), 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 to 04, of the Notice convening the
40^th AGM for the re-appointment of Shri J P Shivahare, IAS
(DIN: 07162392); and Shri K S Badlani, (DIN: 10237996)
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. Eight (08) Meetings of the Board of Directors
of the Company were held during the year under review on
18/04/2024, 18/05/2024, 12/08/2024, 20/09/2024, 12/11/2024,
17/12/2024, 11/02/2025 and 27/03/2025.

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 '' 1.02 Crores when
employed throughout the year and '' 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
2024-25.

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 2024-25 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 40^th 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.:01 12832W) were appointed
as Internal Auditors of the Company for the Financial Year
2024-25 and they have submitted their Report to the Audit
Committee of Directors.

M/s. Parikh Mehta & Associates, Chartered Accountants,
Vadodara, (ICAI Firm Reg. No.:01 12832W) have been
re-appointed as Internal Auditors of the Company for the
Financial Year 2025-26.

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 35^th
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 35^th AGM to the conclusion of the 40^th AGM.
As recommended by the Audit Committee, the Board
of Directors, subject to approval of Shareholders,
has appointed M/s. K C Mehta & Co. LLP, Chartered
Accountants, Vadodara (Firm Registration No. 106237W/
W100829) as Statutory Auditors of the Company for a
period of five consecutive financial years i.e. from FY 2025¬
26 to FY 2029-30 to hold office from the conclusion of this
40^th Annual General Meeting to the conclusion of the 45^th
Annual General Meeting.

Resolution at Sr. 05 of the Notice of 40^th AGM is
recommended for approval of the Members for the
appointment of Statutory Auditors for a period of five
consecutive Financial Years i.e. 2025-26 to 2029-30.

(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 2024-25.

The Board of Directors has reappointed M/s. Dalwadi &
Associates (Firm Registration No.000338) as Cost Auditors
of the Company for the Financial Year 2025-26, subject to
shareholders'' ratification to the remuneration payable to
the Cost Auditors.

Resolution at Sr. No. 08 of the Notice of 40^th AGM is
recommended for ratification of the Members for the
remuneration payable to Cost Auditors for the Financial
Year 2025-26.

(iv) Secretarial Auditors:

Pursuant to Regulation 24A of the SEBI (LODR)Regulations,
2015, subject to the approval of the members at ensuing
40^th Annual General Meeting, the Board of Directors had
appointed M/s. TNT & Associates, Practicing Company
Secretaries, Vadodara, (FRN: P2018GJ069800) as Secretarial
Auditors of the Company for five financial years i.e.
F.Y. 2025-26 to F.Y. 2029-30. Secretarial Audit Report of
M/s. TNT & Associates fortheFinancialYear2024-25endedon
31^st March, 2025 in the prescribed Form-MR 3 is annexed
to this Report as Annexure ''B''.

Qualifications / Adverse Observations of Auditors:

The Report of the Secretarial Auditors, pursuant to Section
204 of the Companies Act, 2013, is provided in the
Annexure forming part of the Board Report. The Secretarial
Auditors comments are self-explanatory.

Investor Education and Protection Fund (IEPF)

Transfer of Dividend and corresponding Equity Shares to the
Investor Education and Protection Fund.

During the Financial Year 2024-25, unclaimed dividend for
the Financial Year 2016-17 aggregating '' 27,38,974.90 was
transferred to Investor Education and Protection Fund (IEPF).

The Company has also transferred '' 23,16,475.20 to the bank
account of the IEPF towards dividend declared by the Company
for the Financial Year 2023-24 for such shares which were
transferred to the IEPF earlier.

During the Financial Year 2024-25, the Company has also
transferred 49,287 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 2016-17 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 2017-18 and the corresponding shares
will be due for transfer to the IEPF on 27^th October, 2025, 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:

Name : CS Shalin Patel

Designation : Company Secretary & Compliance Officer
and Nodal Officer

Postal Address : P.O.: Ranoli: 391 350,

Dist.: Vadodara (Gujarat)

Telephone No. : 0265 - 2232768
E-mail ID : [e-mail]

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//wA''w.gipcl.com''webfile5/re5ource5/l7532024025348Dividend-Distribution-Policy.pdf

The Board of Directors have reviewed the said Policy at its
Meeting held on 18/05/2024.

Risk Management Policy

The Company had re-constituted the Risk Management
Committee of Directors w.e.f. 30/10/2024. Presently the said

rnmmittDO rnncictc rtf tn n\A/ino Hirortrirc-

Sr. No.	Name	Designation
1.	Shri N N Misra	Member
2.	Prof. Vishal Gupta	Member
3.	Smt. Vatsala Vasudeva, IAS	Member

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/webfiles/
resources/30452023034525Risk-Management-Policy.pdf
The Board of Directors have reviewed the said Policy at its
Meeting held on 29/05/2023.

Annual Return and 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, 2025, is available on the
Company''s website on https://www.gipcl.com/notice.aspx
Disclosure under the Sexual Harassment of Women at Work
Place (Prevention, Prohibition and redressal) Act, 2013:

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.

Details of the Complaints:

Particulars	Details
No. of Complaints received during the financial year.	NIL
No. of Complaints disposed of during the financial year	NIL
No. of cases pending for more than Ninety (90) days	NIL

Disclosure of Maternity Benefit Compliances: -

Your Company is in compliance of Maternity Benefit Act, 1961
for the year under review.

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.

For and on behalf of the Board
Sd/-

Dr. Jayanti S. Ravi, IAS
Chairperson
(DIN:07327139)

Date : 19/08/2025
Place : Gandhinagar

---

Mar 31, 2024

Your Directors are pleased to present the Thirty Ninth (39^th) An nual Report of your Company together with the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2024.

Financial Performance:

(? in Lakhs)
Particulars	FY	FY
	2023-24	2022-23
Revenue from Operations	1,34,864	1,35,557
Less: Operating Expenses	96,744	94,774
Operating Profit	38,120	40,783
Add: Other Income	7,640	4,812
Profit Before Interest, Tax,
Depreciation and Amortisation	45,760	45,595
Less: Finance Cost	3,720	3,754
Profit Before Tax, Depreciation and Amortisation	42,040	41,841
Less: Depreciation and Amortisation	16,789	16,498
Profit Before Tax	25,252	25,343
Less: Tax Expenses	5,401	6,474
Profit After Tax	19,851	18,869
Add: Other Comprehensive Income (net of tax)	942	(4,099)
Total Comprehensive Income	20,793	14,770
Balance in Retained Earnings at the beginning of the year	10,361	4,347
Balance in Retained Earnings at the end of the year	14,765	10,361

Dividend:

Your Directors are happy to recommend a Dividend of '' 3.95 (Rupees Three & Paise Ninety-Five) per share on 15,12,51,188 Equity Shares of '' 10/- each fully paid up, for the year ended on 31^st March, 2024 (Previous year '' 3.75 per share). The Dividend, if approved by the Shareholders at the ensuing 39^th Annual General Meeting (AGM), shall be paid to those Members, whose names appear in the Register of Members of the Company as on 20^th September, 2024. 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 13^th September, 2024.

OPERATIONS

Surat Lignite Power Plant (SLPP):

Phase-I (2 x 125 MW Units 1 & 2):

During the year under review, Phase-I generated 1468.336 Million Units (MUs) with 66.86% Plant Load Factor (PLF) against the Budgeted target of 1611.500 MUs with 73.38% PLF. Plant availability was 79.03% against the Budgeted target of 84.3 3%. Commercial availability was 67.41% against the Budgeted target of 74.13%. Plant Performance was affected mainly due to increase in Unit outages and system partial loading. Unit-2 Planned Outage was taken from 29/06/2023 to 10/08/2023 for Overhauling. Unit-1 planned outage was taken from 26/12/2023 to 1 1/01/2024 to carry out planned maintenance works.

The overall Plant Performance is better in comparison to the previous year corresponding period.

Phase-II (2 x 125 MW Units 3 & 4):

During the year under review, Phase-II generated 1616.710 MUs with 73.62% PLF against the Budgeted target of 1713.568 MUs with 78.03% PLF. Plant availability was 81.51 % against the Budgeted target of 86.55%. Commercial availability was 76.64% against the Budgeted target of 80.32%. Plant Performance was affected mainly due to increase in Unit outages. Unit-3 Planned Outage was taken from 05/08/2023 to 20/09/2023 for Overhauling.

The overall Plant Performance is better in comparison to the previous year corresponding period.

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 25.73 Lakh Te as against 25.31 Lakh Te during the preceding year and Vastan Lignite Mine has recorded the lignite production of 4.70 Lakh Te as against 5.1 7 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 11.98 Lakh Te was created on 30/06/2023 as against the previous year''s stock of 1 1.40 Lakh Te on 30/06/2022.

• Re-Handling of External Overburden Dump and Backfilling at North Pit of Vastan Lignite Mine:

Work for the Re-Handling of External Overburden Dump and Backfilling at North Pit of Vastan Lignite Mine has been awarded and started.

By Re-Handling of External Overburden Dump and Backfilling at North Pit of Vastan Lignite Mine, we will be able to get about 218.00 Ha area (reclaimed area and space available at external dump area) for the installation of Solar Power Plant.

• Limestone Lease Allocation:

To fulfil the limestone requirement for the balance life of existing 500 MW Power Plant and extended life of existing Power Plant, a limestone block (80.00 Ha) adjacent to existing Vastan limestone mine has been notified by the Ministry of Mines, GoI vide letter dated 27/02/2024.

• Solar Power Plant:

Work Order has been awarded for the installation of 75 MW Solar Power Plant in leasehold area of Vastan Lignite Mine.

• 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 2023-24 by maintaining and meeting the highest standards of safety norms in its mines.

• 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 in connection with 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.

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 209.32 MUs at a Capacity Utilization Factor (CUF) of 21.20 % as against budgeted generation of 224.83 MUs at a CUF of 22.77 %.

Actual Generation is lower than the budget estimate and corresponding period of the previous year mainly due to Cyclone Biparjoy during June-2023 affecting wind generation across 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 536.04 MUs at a CUF of 23.29% against the budgeted generation of 550.59 MUs at a CUF of 23.92%. Generation is lower compared to budget estimates; however, generation is higher by 11.02 MUs compared to corresponding period of previous year.

Generation was affected during the year under review mainly due to load restriction imposed by WRLDC at 100 MW Raghanesda Solar Plant for Grid Management, however load restriction is now removed.

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. Your Directors are glad to inform that the Company has successfully completed accident free operations for the entire year under review i.e. FY 2023-24.

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 Seven (7) fields of Electrostatic Precipitator (ESP) at total expenditure of approx. '' 1 1.00 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.

Your Company has planted 102 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 is being 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 issue. Construction work at site is under progress. Critical equipment''s like power Transformers, GIS switchgears etc. for 1200 MW Pooling Sub-station 1( PSS1) have already been received at site. Almost 95% of internal road works have been completed. Construction work for dedicated 400 KV Transmission Line is under progress.

The entire RE Park capacity is expected to be completed by December 2026 in a phase manner.

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 and PPA has been signed in August 2023. The Company has appointed M/s. Tata Consulting Engineers (M/s TCE) as Project Management Consultant and work order for Balance of System (BoS) package and supply of Solar PV Modules have been issued. The site is fully mobilized and Construction work for BoS package is under progress. The supply of critical equipment for the projects have been tied up by the EPC contractor.

The Connectivity for power evacuation for the project is already obtained from CTUIL for the project.

500 MW Solar Project at Khavda

Your Directors are pleased to inform that your Company has signed PPA with GUVNL for 500 MW Solar PV project at Khavda RE Park in the month of October 2023.The PPA is currently under approval, of GERC.The Tender for BoS package is floated. The land for the project is in possession and power evacuation connectivity has been obtained.

75 MW Solar Power Project at Vastan - Near Surat Lignite Power Plant.

Your Directors are pleased to inform that, your Company is setting up 75 MW Solar Power Project at Village Vastan District Surat for captive requirement of M/s GSFC and M/s GACL who are the Promoters of the Company.

EPC Contract has been awarded for this Project on 22^nd April, 2024 with completion period of 11 months. N ecessary clearances for land use and approval for Grid connectivity has been obtained. EPC Contractor has mobilized at site and started construction activity

Accreditation for Integrated Management System (IMS) under ISO certifications:

Your Directors are pleased to inform that 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 done in the year 2022 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 "Water Optimization Award-2023" in "Best Water Efficient Plant < 500 MW" State sector -Western Region category, during Conference - Expo - Award program on Water Optimization - 2023, organized by Mission Energy Foundation on 26^th April 2023.

GIPCL-SLPP received "Shri Nimish Vashi Award" for "Outstanding Performance in Environment Conservation & Pollution Control" on 16^th June 2023, conferred by the Southern Gujarat Chamber of Commerce and Industry (SGCCI).

GIPCL-SLPP awarded Winner of "Power Plant Performance Award-2023" in "Power Plant Performer-2023 < 500 MW" Lignite category for third consecutive year, conferred by Mission Energy Foundation during conference of Flexible Operation of Thermal Plants on 27^th June 2023.

GIPCL - SLPP awarded Winner of "National Fly Ash Utilization Award-2024" for Fly Ash Utilization in Thermal Power Stations in "Efficient Management of Fly Ash < 500 MW (State Sector, Western region)" category, for seventh consecutive year at 1 3^th Fly Ash Utilization 2024-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 24^th February 2024.

The 50.4 MW Kuchhadi Wind Farm was awarded "Best Performing Wind Project of the Year 2023 in Diamond Category" by RE Assets India Awards 2023 organized by Solar Quarter and Wind Insider.

Subsidiary:

The Company has no Subsidiary as at the end of the year under review.

Public Deposits:

During the year 2023-24, 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 2024-25 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.

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, 201 3.

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 28.89 Million Units (MUs) Electrical Energy and 0.83 Lakh MT Lignite aggregating to total saving of around '' 21.52 Crores.

Related Party Transactions:

Pursuant to Regulation 23(4) of the SEBI (LODR) Regulation Amendments, 2021, the Company has taken approval from its members of the Company for the approval of Material Related Party Transactions with Promoters i.e. GUVNL, GACL and GSFC, however, no transactions are in conflict with the Company''s overall interest and also said transactions are in ordinary course of business and at arm''s length basis.

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, 201 3, 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-a-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 31^st March, 2024 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, 201 3 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 31^st March, 2024, under regulation 34(2)(f) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 201 5, 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 5^th 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, 201 3. For the FY 2023-24, 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 '' 3,387.83 crores, ii) "CARE AA-; Stable / CARE A1 " rating in respect of Long Term / Short Term Bank Facilities of '' 627.88 crores and iii) "CARE A1 " rating in respect of Short-Term Bank Facilities of '' 860.00 crores during FY 2023-24.

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 2023-24.

Key Managerial Personnel:

There was no change in Key Managerial Personnel (KMP) during the year under review. The following are the KMPs as on date of this Report:

Sr.	Name	Designation
1	Smt. Vatsala Vasudeva, IAS	Managing Director
2	CA K K Bhatt	Cheif General Manager (Finance) & Chief Financial Officer
3.	CS Shalin Patel	Company Secretary & Compliance Officer

Directors:

The following changes have taken place in the Board of Directors of the Company since the 38^th Annual General Meeting held last year on 16/09/2023:

Smt. Manisha Chandra, IAS (DIN:07557312) Nominee of Finance Department, Government of Gujarat has ceased to hold office of Director w.e.f. 03/08/2023 due to transfer from the position of Secretary (Expenditure), Finance Department, Government of Gujarat vide Notification No. AIS/35.2023/20/G dated 7^th June, 2023.

The Board places on records its sincere appreciation for the valuable guidance provided by Smt. Manisha Chandra, IAS (DIN: 07557312) during her tenure as Nominee Directors of the Company.

Pursuant to the provisions of Section 152, 161 and all other applicable provisions, if any, of the Companies Act, 201 3 (the Act) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (the Rules) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Article 89 of the Articles of Association of the Company and Office Order No. FD/AOD/e file/4/2022/1869/ A(BPE) dated 08/08/2023 of the Finance Department, Government of Gujarat (GoG), Shri K. M. Bhimjiyani, IAS,(DIN:06776639) as an Additional Director (Nominee of Government of Gujarat) of the Company with effect from 26/09/2023 and the same has been ratified by the members of the Company by way of Ordinary Resolutions through Postal Ballot on 23/12/2023.

Further, Shri K M Bhimajiyani, IAS, Nominee of Finance Department, Government of Gujarat has ceased to hold office of Director w.e.f. 21/02/2024 consequent upon superannuation from the position of Secretary (Expenditure), Finance Department, Government of Gujarat.

The Board places on records its sincere appreciation for the valuable guidance provided by Shri K M Bhimajiyani, IAS (DIN:06776639) during his tenure as Nominee Directors of the Company.

Pursuant to the provisions of Sections 149, 150, 152, 161 read with Schedule IV and all other applicable provisions of the Companies Act, 201 3 (the Act) and the Companies

(Appointment and Qualification of Directors) Rules, 2014 (the Rules) (including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5, (SEBI LODR), as amended, Articles 86 and 98 of the Articles of Association of the Company and subject to the approval by the Shareholders of the Company, the Committee do hereby recommend for approval by the Board of Directors of the Company, the appointment of Prof. Vishal Gupta (DIN: 06405808) as an Additional Director (Independent), not liable to retire by rotation with effect from 18/12/2023 and the same has been ratified by the members of the Company by way of special resolutions through postal ballot on 14/03/2024.

Pursuant to the provision of Sections 152, 161 and all the applicable provisions, if any, of the Companies Act, 201 3 (the Act) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (the Rules) (including any statutory modification(s) or re enactment(s) thereof for the time being in force) read with Article 93 of the Articles of Association of the Company and Nomination Letter No. SEC/BD/2023 of the Gujarat State Fertilizers & Chemicals Limited (GSFC) and subject to approval of the shareholders, the appointment of Shri Chirag Kritikumar Mehta (DIN: 10428396), as an Additional Director (Nominee of Gujarat State Fertilizers & Chemicals Limited) on the Board of the Company with effect from 18/12/2023 the same has been ratified by the members of the Company by way of ordinary resolutions through postal ballot on 14/03/2024.

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 39^th 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. Eight (08) Meetings of the Board of Directors of the Company were held during the year under review on 21/04/2023, 05/05/2023 29/05/2023, 10/08/2023, 16/09/2023, 06/1 1/2023, 07/02/2024 and 14/03/2023.

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 1 78(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 1 78 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 '' 1.02 Crores when employed throughout the year and '' 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 2023-24.

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 2023-24 is given at Annexure ''E'' to this Board''s Report.

In terms of Section 1 36 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 39^th 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 2023-24 and they have submitted their Report to the Audit Committee of Directors.

M/s. Parikh Mehta & Associates, Chartered Accountants, Vadodara, (ICAI Firm Reg. No.:01 12832W) have been re-appointed as Internal Auditors of the Company for the Financial Year 2024-25.

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 35^th AGM, have appointed M/s. CNK & Associates LLP, Chartered Accountants, Vadodara (ICAI Firm Registration No.101 961W/W-1 00036) 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 35^th AGM to the conclusion of the 40^th AGM.

(iii) Cost Auditors:

Cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 201 3, 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 2023-24.

The Board of Directors has reappointed M/s. Dalwadi & Associates (Firm Registration No.000338) as Cost Auditors of the Company for the Financial Year 2024-25, subject to shareholders'' ratification to the remuneration payable to the Cost Auditors.

Resolution at Sr. No. 08 of the Notice of 39^th AGM is recommended for ratification of the Members for the remuneration payable to Cost Auditors for the Financial Year 2024-25.

(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 2023-24. Secretarial Audit Report of M/s. TNT & Associates for the Financial Year 2023-24 ended on 31^st March, 2024 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 2024-25.

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 2023-24, unclaimed dividend for the Financial Year 2015-16 aggregating '' 26,00,486.50 was transferred to Investor Education and Protection Fund (IEPF).

The Company has also transferred '' 20,45,084.75 to the bank account of the IEPF towards dividend declared by the Company for the Financial Year 2023-24 for such shares which were transferred to the IEPF earlier.

During the Financial Year 2023-24, the Company has also transferred 45,549 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 2015-16 and the corresponding shares, if any, from the IEPF Authority by applying in the prescribed Form No. I EPF-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 2016-1 7 and the corresponding shares will be due for transfer to the IEPF on 23^rd October, 2024, 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:

Name : CS Shalin Patel

Designation : Company Secretary & Compliance Officer and

Nodal Officer

Postal Address : P.O.: Ranoli: 391 350,

Dist.: Vadodara (Gujarat)

Telephone No.: 0265 - 2232768

E-mail ID : [e-mail]

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.aspx

Risk Management Policy

The Company had constituted the Risk Management Committee of Directors w.e.f. 07/08/2021. Presently the said Committee consists of following Directors:

1.	Shri Prabhat Singh	Chairman;
2.	Shri N N Misra	Member;
3.	Smt. Vatsala Vasudeva, IAS	Member.

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.aspx

The Board of Directors have reviewed the said Policy at its Meeting held on 29/05/2023.

Annual Return and Extract of Annual Return:

Pursuant to Section 92(3) read with Section 1 34(3)(a) of the Act, the Annual Return as on March 31, 2024, is available on the Company''s website on https://www.gipcl.com/notice.aspx 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, 201 3. 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.

---

Mar 31, 2023

The 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 31^st March, 2023.

Financial Performance:

		(Rs. in Lakhs)
Particulars	FY	FY
	2022-23	2021-22
Revenue from Operations	1,35,557	1,17,241
Less: Operating Expenses	94,774	76,655
Operating Profit	40,783	40,586
Add: Other Income	4,812	2,113
Profit Before Interest, Tax,
Depreciation and Amortisation	45,595	42,699
Less: Finance Cost	3,754	2,876
Profit Before Tax, Depreciation and Amortisation	41,841	39,823
Less: Depreciation and Amortisation	16,498	15,094
Profit Before Tax	25,343	24,729
Less: Tax Expenses	6,474	7,598
Profit After Tax	18,869	17,131
Add: Other Comprehensive Income (net of tax)	(4,099)	5,893
Total Comprehensive Income	14,770	23,024
Balance in Retained Earnings at the beginning of the year	4,347	328
Balance in Retained Earnings at the end of the year	10,361	4,347

Dividend:

Your Directors are happy to recommend a Dividend of '' 3.75 (Rupees Three & Paise Seventy-Five) per share on 15,12,51,188 Equity Shares of '' 10/- each fully paid up, for the year ended on 31^st March, 2023 (Previous year '' 2.50 per share). The Dividend, if approved by the Shareholders at the ensuing 38^th Annual General Meeting (AGM), shall be paid to those Members, whose names appear in the Register of Members of the Company as on 1 6^th 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 11^th 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 1538.1 76 MUs with 70.24% PLF against the Budgeted target of 1 742.108 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-1 66 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 21 5.60 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.

1 00 MW Raghnaesda Solar Project generated 256.1 7 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 '' 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 9001:201 5, 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 22^nd 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 09^th September 2022.

GIPCL-SLPP second time received "National Efficiency Award-2023" under "Best Energy Efficient Plant-Lignite" category,

organized by Mission Energy Foundation on 3^rd 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 12^th 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 4^th 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 1 86 of the Companies Act, 201 3 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, 201 3.

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 '' 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-a-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 31^st 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 31^st 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 5^th 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, 201 3. 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 '' 919.37 crores, ii) "CARE AA-; Stable / CARE A1 " rating in respect of Long Term / Short Term Bank Facilities of '' 421.34 crores and iii) "CARE A1 " rating in respect of Short-Term Bank Facilities of '' 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:

Sr.	Name	Designation
1	Smt. Vatsala Vasudeva, IAS	Managing Director
2	CA K K Bhatt	General Manager (Finance) & Chief Financial Officer
3.	CS Shalin Patel (w.e.f. 04/08/2022)	Company Secretary & Compliance Officer

Directors:

The following changes have taken place in the Board of Directors of the Company since the 37^th 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 38^th AGM for the re-appointment Shri J P Shivahare, IAS (DIN: 07162392) and Shri Swaroop P., IAS (DIN:081038 38) 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 1 78(2) of the Companies Act, 201 3 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 1 78 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 '' 1.02 Crores when employed throughout the year and '' 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 1 36 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 38^th 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.:01 12832W) 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.:01 12832W) 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 35^th AGM, have appointed M/s. CNK & Associates LLP, Chartered Accountants, Vadodara (ICAI Firm Registration No.101 961W/W-1 00036) 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 35^th AGM to the conclusion of the 40^th 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 38^th 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 31^st 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 '' 21,91,092.50 was transferred to Investor Education and Protection Fund (IEPF). The Company has also transferred '' 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 4381 6 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 22^nd 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:

Name : CS Shalin Patel

Designation : Company Secretary & Compliance Officer

and Nodal Officer

Postal Address : P.O.: Ranoli: 391 350,

Dist.: Vadodara (Gujarat)

Telephone No.: 0265 - 2232768

E-mail ID : [e-mail]

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.gipd.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:

1.	Shri Prabhat Singh	Chairman;
2.	Shri N N Misra	Member;
3.	Smt. Vatsala Vasudeva, IAS	Member.

Pursuant to provisions of Regulations 17 & 21 of SEBI Listing Regulations and Sections 134 & 177 of the Companies Act, 201 3 ("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 1 34(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, 201 3. 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.

---

Mar 31, 2018

The Directors have pleasure to present the Thirty Third Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2018.

Financial Performance:

(Rs. in Lakh)

	2017-18	2016-1 7
Revenue from Operations	1,36,395	1,31,056
Other Income	5,124	7,102
Total Expenditure	87,309	88,155
Gross Profit : (before deducting	54,209	50,003
any of the following)
(a) Finance Cost	6,696	7,319
(b) Depreciation	15,765	1 2,587
(c) Provision for Deferred Tax	545	773
(d) Provision for Current Income	6,753	6,400
Tax (including MAT credit
entitlement)
(e) Other Comprehensive Income	2,792	2,263
(Net Of Tax)
Net Profit including other	27,242	25,187
comprehensive income:
Add :Balance brought forward	16,330	12,058
from Previous Year (including
other Comprehensive Income)
Surplus available for Appropriation	43,572	37,245
Less: Appropriations:
i. General Reserve	9,000	8,000
ii. Expansion Reserve	9,000	8,000
iii. Dividend On Equity	4,915	4,915
Shares (including Dividend
Tax) paid
iv. Carried to Balance Sheet	20,657	1 6,330
TOTAL	43,572	37,245

Dividend:

Your Directors are pleased to recommend a Dividend of Rs.2.70 (Rupees Two and Paise Seventy) per share on 15,12,51,188 Equity Shares of Rs.10/- each fully paid up, for the year ended on 31^st March, 2018 (Previous year Rs.2.70 per share). The Dividend, if approved by the Shareholders at the ensuing 33^rd Annual General Meeting, shall be paid to those Members, whose names appear in the Register of Members of the Company as on 7^th September, 2018. 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 07-09-2018.

OPERATIONS:

Vadodara Gas based Stations:

Station I (145 MW):

During the year under review, the Station generated 676.210 Million Units (MUs) at the Plant Load Factor (PLF) of 53.24% as against generation of 701.893 MUs at PLF of 55.26% during the preceding year. The Plant Availability Factor (PAF) was at 92.81% during the year under review as against 98.15% during the preceding year.

Planned Shutdown for improvement in Heat Rate of GT-1 and Renovation of Inlet Air Filter house and Exhaust System was carried out during the year. Major Overhauling of STG-1, Combustion Inspection of GT-2 and Statutory Annual Inspections of HRSG were also carried out during the year.

Your Directors are glad to inform that protecting the interest of Participating Units & Gujarat Urja Vikas Nigam Limited (GUVNL) to meet individual scheduled demand, Company qualified in competitive bidding and has received Letter of Award from GUVNL for the sale of 25 MW power on ''Round The Clock'' basis starting from 01/03/2018 to 19/05/2018 and further extended up to 30/06/2018. By virtue of the above initiative, operations of Station at optimum loading is ensured during lean period of power demand.

Station - II (165 MW):

The Power Purchase Agreement (PPA) with GUVNL expired on 31/07/2016 and considering the factors such as significant balance useful life of the plant, consistent power demand and especially during peak hours observed in the region, proximity of the plant at the heart of load centre, situated at Petrochemicals Complex etc. The Company has filed a petition with Gujarat Energy Regulatory Commission (GERC) for regulatory recourse to utilize the idle plant capacity in lieu of expiry of PPA, to mitigate peak shortages in the grid due to increased share of renewable energy associated with its uncertainty and variability requiring quick generation ramp rates at a short notice for safety and sustainability of the Grid.

During the year under review, under Short Term Open Access (STOA) this station has been scheduled for 35.62 Million Units (MUs) at a PLF of 5.12% as against generation of 59.011 MUs at a Plant Load Factor (PLF) of 4.08% in the preceding year under merit order dispatch.

Continuous efforts are made to maintain optimum available supply of gas for the Stations.

Company has also made commercial arrangements to supply surplus Demineralized (DM) water to some of the adjoining industries, which generates additional revenue and increases capacity utilization factor of the idle assets.

Surat Lignite Power Plant (SLPP):

Phase-I (2 x 125 MW Units 1 & 2):

During the year under review, Phase-I generated 1 589.341 Million Units (MUs) at a Plant Load Factor (PLF) of 72.57% as against 1 526.640 MUs at a PLF of 69.71% during the preceding year. Plant Availability Factor (PAF) was 83.24% as against 84.98% during the preceding year. Commercial availability was at 74.83% as against 78.87% during the preceding year. Low Plant Availability was mainly due to temporary disruption of supply of lignite due to prolonged monsoon.

Phase II (2 x 125 MW Units 3 & 4):

During the year under review, Phase-II generated 1 682.374 MUs at a PLF of 76.82% as against 1651.556 MUs at a PLF of 75.41% during the preceding year. Plant Availability Factor (PAF) was 85.41% as against 87.80% during the preceding year. Commercial availability was at 80.07% as against 86.41% during the preceding year.

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 recorded the highest ever lignite production of 29.06 Lakh Te as against 28.05 Lakh Te during the preceding year and highest ever limestone production of 2.86 Lakh Te from Vastan Limestone Mine as against 2.52 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, highest ever Lignite Stock of 6.29 Lakh Te has been created on 31/03/2018 as against the 4.95 Lakh Te on 31/03/2017.

5 MW PV based Solar Power Plant:

During the year under review, 5 MW PV based Solar Power Pl ant at SLPP generated 7. 03 4 MU s with 16.06% PLF as against 7.5 78 MUs with PLF of 1 7.30% during the preceding year.

Less generation and PLF during the year under review was mainly due to extended cloudy weather.

2 x 1 MW Distributed Solar Power Plants (DSPP):

During the year under review, the 1 MW Amrol DSPP generated 1.498 MUs at a Capacity Utilization Factor (CUF) of 17.10% and the 1 MW Vastan DSPP generated 1.283 MU at a CUF of 14.64% respectively.

Major activities were carried out in Agriculture field during the year under review under the guidance of Navsari and Anand Agricultural Universities.

Your Directors are pleased to inform that this novel concept of Distributed Agri Solar Power Project has received National Level "Golden Peacock Eco-Innovation" Award of the Institute of Directors, New Delhi.

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 across State of Gujarat.

During the year under review, the 112.4 MW Wind farms have generated 252 . 7 M U s at a Capacity Utilization Factor (CUF) of 25.66%.

2 x 40 MW Solar Power Projects at Gujarat Solar Park, Charanka:

Your Directors are pleased to inform that your Company has successfully commissioned 2x40 MW Solar Power Projects at Gujarat Solar Park, Village Charanka, District Patan during the year under review and Plot - 1 (40 MW) has generated 32.81 MUs with 19.26% CUF whereas Plot - 3 (40 MW) has generated 38. 73 MUs with 19.85% CUF since Unit Commercial Operation (Plot-1: 20 MW - 27.09.201 7, balance: 20 MW - 14.10.2017; Plot-3: 30 MW - 03.09.2017, balance: 10 MW - 27.09.2017).

Safety Performance:

The health and safety of al l the employees is the prime concern of the Company. Your Directors are pleased to inform that your Company is making sincere and committed efforts to maintain the safety of Plant equipment and creating a safe and heal thy work environment for the employees. The Company has been spending sufficient amount for the health and safety related activities. Constant efforts are made to maintain accident free operations at all the locations.

Your Company has adopted a comprehensive Health and Safety Policy under the Integrated Management System (IMS).

Your Directors are glad to inform that the Company has successfully completed accident free operations for the entire year under review i.e. FY 2017-18.

Safety Audit is conducted through external competent agency to en sure zero accident and cover al l employees and contract workmen for safety related training.

Environmental Protection:

The Company recognizes Environment Management as an integral function of its operations. Towards this end your Company has adopted appropriate technology for control of pollutants at source. Vadodara Plant:

Your Company has also imposed total ban on using thermocol and plastic below 40 micron size packing material for all incoming goods. Disposal of e-waste generated h as been arranged through Central Pollution Control Board (CPCB) registered Vendors. Surat Lignite Power Plant (SLPP):

During the year under review, your Company replaced total internals of four fields and partially replaced internals of one field (out of fourteen fields) of Unit-4 Electrostatic Precipitator (ESP), total internals of One field (out of twelve fields) of Unit-2 ESP during annual over hauling at total expenditure of Rs.385.08 Lakh to reduce suspended particulate matter (SPM) emission through stack / chimney.

Your Company planted 201 nos. of saplings (100% survival rate) in the Plant and Colony premises for better green coverage.

Growth Pl ans:

75 MW (AC) Solar Power Project at Charanka:

Your Directors are pleased to inform that your Company has emerged as successful Bidder for 75 MW (AC) Solar Power Project during reverse e-auction for 500 MW Solar Power Project held by Gujarat Urja Vikas Nigam Limited (GUVNL). The Company has issued LoI for Engineering, Procurement & Construction (EPC) contract on 19/03/2018 to Bharat Heavy Electricals Limited (BHEL) for the said Solar Power Project at Gujarat Solar Park, Charanka.

Accreditation for Integrated Management System (IMS) under ISO certifications:

Your Directors are pleased to inform that during the year under review your Company has successfully maintained standard guidelines for IMS covering ISO:9001 :2008, ISO:14001:2004 and OHSAS 1 8001:2007 certification for Quality Management System (QMS), Environment Management System (EMS) and Occupational Health and Safety Assessment Series (OHSAS) and ISO 50001:201 1 for Energy Management System (EnMS) Certification for its Power Stations at Vadodara and SLPP. Your Company is one of the first group of Power Pl ants to have impl emented and obtained ISO 50001:201 1 Certification. Surveillance Audit for all the standards including up gradation of Quality and Environment Management System Standards (2015 version) have been successfully conducted in May, 2018 which is accredited by TUV India Limited and is also valid for FY 2018-19.

Awards and Accolades:

During the year under review, Valia Lignite Mine has won overall second prize for the Overall Performance among the lignite mines of Gujarat State, from Director General of Mining Safety during Gujarat Lignite Mines Safety & Swachhata Week 2017-18. Valia Mine has also won prizes for ''Record Maintenance'', ''Publicity, Propaganda & House Keeping and ''Thrust Area (Safety Management Plan)'' and Vastan Lignite Mine has won prizes for ''Health, First Aid & Vocational Training'', ''Survey Office, Pl an s & Sections'' and ''Mine Illumination & Electrical Installations''.

Vastan Limestone Mine has won First prize for the Systematic & Scientific Development among the 74 Limestone and Bauxite Mines of Gujarat State during 25^th Environment & Mineral Conservation Week 201718. Vastan Limestone Mine has also won prizes for ''Mineral Conservation'' and ''Publicity, Propaganda & House Keeping''.

SLPP received National Energy Management Award- 2017 for Outstanding Performance in Energy Conservation conferred by Confederation of Indian Industry (CII), Hyderabad and identified as ''Energy Efficient Unit''.

For Outstanding Performance in Environment Management, SLPP received ''Environment Excellence Award- 201 7'' conferred by Mission Energy Foundation jointly promoted by Ministry of Power (MoP), Ministry of Environment and Forest & Climate Change (MoEF and CC) and Ministry of Science and Technology. National Award for Fly Ash Utilization in F.Y. 2017-18 was awarded to SLPP by Mission Energy Foundation jointly supported by Ministry of Environment & Forest and Climate Change (MoEF & CC), Ministry of Power, Coal, Renewable Energy, Ministry of Road and Highways, Ministry of Science and Technology & Ministry of Urban Development.

Subsidiary:

During the previous Financial Year 2016-17, the Company had approached the National Company Law Tribunal (NCLT), Ahmedabad Bench seeking its approval to the Scheme of Arrangement (the Scheme) in the nature of Merger of the Company with its wholly owned subsidiary GIPCL Projects and Consultancy Company Limited (GIPCO). The Hon''ble NCLT, vide its Orders dated 06/1 1/201 7 had approved the Scheme, subject to fulfilling certain conditions by GIPCL. In view of the cost involved, your Board had decided to go for Voluntary Liquidation of GIPCO under the Insolvency and Bankruptcy Code (IBC), 2016 instead of the Scheme of Arrangement in the nature of Merger.

On application, the National Company Law Tribunal (NCLT), Ahmedabad Bench has allowed Gujarat Industries Power Company Limited and GIPCL Projects and Consultancy Company Limited to withdraw their respective Applications seeking approval of the Hon''ble Bench to the Scheme of Arrangement in the nature of Merger of GIPCO with GIPCL & vide its two separate Orders dated 26/04/2018, recalled the earlier order dated 06/1 1/201 7.

Public Deposits:

During the year 2017-18, 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 2018-19 have been paid.

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 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.

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 conserving about 2.59 million cubic meter of gas fuel equivalent to 2468 MToE at Vadodara Station and 13.29 Million Units (MUs) electrical energy at SLPP.

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 also the Board for approval. 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 ''E'' and forms part of this Report.

The Policy on Related Party Transactions (RPTs) is uploaded on the website of the Company and can be accessed on the following link: http://www.gipcl.com/ corporate-policies.htm

None of the Directors has pecuniary relationships or transactions vis-a-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 at following link: http://www.gipcl.com/corporate-policies.htm

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 Directors made judgment 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 31^st March, 2018 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.

Corporate Governance:

A detailed report on Corporate Governance along with Certificate dated 24^th May, 2018 issued by J J Gandhi & Co., Practicing Company Secretaries, Vadodara (CP No. 2515) is annexed forming part of this Report.

Management Discussion and Analysis:

A report on Management Discussion and Analysis dealing with Business Operations and Performance, Research and Development, Expansion Project, Safety and Environment, Human Resource Development, Corporate Social Responsibility etc. is annexed forming part of this Report.

Risk Management:

The Board of Directors review the Report on Risk Management and Risk Minimization on quarterly basis. The provisions of Listing Regulations relating to Risk Management are not presently applicable to the Company.

Directors:

Government of Gujarat (GoG) vide Notification/ Resolution dated 7^th August, 2018, has appointed Shri Raj Gopal , I AS (DI N : 022523 58), Principal Secretary, Energy & Petrochemicals Department (EPD), as Chairman of your Company vice Shri Sujit Gulati, IAS, (DIN: 001 77274) w.e.f. 7^th August, 2018.

The Board of Directors of you r Company has appointed Shri Raj Gopal, IAS (DIN:02252358) as Additional Director and Chairman of the Company w.e.f. 07.08.201 8. Shri Raj Gopal, IAS (DIN: 02252358) holds office of Director up to the date of the ensuing 33^rd Annual General Meeting (AGM) of the Company.

Your Directors recommend for your approval Resolution at Sr. No. 5 of the Notice of the 33^rd AGM for appointment of Shri Raj Gopal, IAS, as Nominee Director of the Company.

The Board places on record its sincere appreciation for the leadership, valuable guidance and support extended by Shri Sujit Gulati, IAS during his tenure as Chairman of the Company.

Vide Notification No. AIS/35.2018/29/G dated 18^th August, 2018, Government of Gujarat (GoG), General Administration Department has placed the services of Smt. Vatsala Vasudeva, IAS (DIN: 0701 7455) for appointment as Managing Director of your Company vice Smt. Shahmeena Husain, IAS (DIN: 03584560).

Accordingly, pursuant to the provisions of Article 94, 95 & 96 of the Articles of Association of the Company, the Board of Directors has appointed Smt. Vatsala Vasudeva, IAS (DIN: 0701 7455) as Additional Director and Man aging Director of your Company vice Smt. Shahmeena Husain, IAS (DIN : 03584560) w.e.f. 20^th August, 2018.

The Board places on record its sincere appreciation for the leadership and valuable contributions made by Smt. Shahmeena Husain, IAS, during her tenure as Managing Director of the Company.

Your Directors recommend for your approval resolution at Sr. 6 of the Notice of 33^rd AGM for appointment of Smt. Vatsala Vasudeva, IAS (DIN: 0701 7455) as Director and Managing Director of the Company.

The 32^nd AGM was held on 18^th September, 2017, post which IDBI Bank Limited has vide its letter dated 10^th May, 2018, withdrawn the nomination of Shri Janakiraman M (DIN: 06919906), with immediate effect and the same was noted by the Board of Directors. The Board places on record its sincere appreciation for the guidance and support extended by Shri Janakiraman M, during his tenure as Director of the Company.

Shri Pankaj Joshi, IAS (DIN: 05323992) and Shri Milind Torawane, IAS (DIN: 03632394), Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors recommend for your approval resolutions for the re-appointment of Shri Pankaj Joshi, IAS (DIN: 05323992) and Shri Milind Torawane, IAS (DIN: 03632394) as Directors of the Company, liable to retire by rotation, as stated in the Notice of the 33^rd AGM.

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: http://www.gipcl.com/corporate-policies.htm

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 (N R) Committee of Directors to, inter alia, evaluate the performance of Directors, the Board and various Committees of the Board.

Appraisal of each Director of the Company is based on the broad criteria mentioned below as required under the provisions of Section 134(3)(p) of the Companies Act, 2013 (the Act).

1. Knowledge of the Job Profile;

2. Various Directions provided in the best interest of the Com pany on key issues; review of compliance management;

3. Achievement of Targets budget v/s actual and reasons for deviations; contribution towards new projects;

4. Detailed analysis of internal control functions; and

5. Thorough compliance with the Code of conduct. The NR Committee shall evaluate the performance of each member of the Board of Directors with reference of th e authority under th e 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 mentioned above.

Evaluation of Independent Directors shall be carried out by the entire Board in the same manner as it is done for other Directors of the Company except the Director being evaluated.

Based on the performance evaluation of each and every Director and the Chairman of the Company, the Committee shall provide the ratings based on each criteria.

Evaluation of Executive Director of the Company is done 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 year. The Company has disclosed the criteria laid down by the NR Committee for performance evaluation, on its website for the reference and also in the Annual Report of the Company.

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 Lakh 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 2017-18.

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 detail s of top ten employees in term s of remuneration drawn during the year 2017-18 is given at Annexure ''F'' 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 during 3:30 p.m. to 5:30 p.m. on all working days of the Company up to the date of the ensuing 33^rd AGM. N one 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:

Internal:

K N Mehta & Company, Chartered Accountants, Vadodara, (ICAI Firm Reg. No.:1 06242W) were appointed as Internal Auditors of the Company for the Financial Year 2017-18 and they have submitted their Report to the Audit Committee of Directors.

K N Mehta & Company, Chartered Accountants, Vadodara, (ICAI Firm Reg. No.:106242W) have been appointed as Internal Auditors of the Company for the Financial Year 2018-19.

The Audit Committee of Directors periodically reviews the reports of Internal Auditors.

Statutory:

The Members at their 30^th AGM have appointed K C Mehta & Co., Chartered Accountants, Vadodara (ICAI Firm Reg. No.:106237W) as Statutory Auditors of the Company, for a period of five consecutive financial years i.e. from FY 2015-16 to FY 2019-20.

The Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Second Amendment Rules, 2018, have done away with the provision of ratification of the appointment of Statutory Auditors for each year.

Cost:

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.

Diwanji & Associates, Cost Auditors, Vadodara (Firm Registration No.:1 00227) were appointed as Cost Auditors of the Company for the Financial Year 2017-18.

The Board of Directors has appointed Diwanji & Company (Firm Registration No.:000339) as Cost Auditors of the Company for the Financial Year 2018-19. Resolution at Sr.No. 8 of the Notice of 33^rd AGM is recommended for ratification of the Members for the remuneration payable to Cost Auditors for the Financial Year 2018-19.

Secretarial:

J J Gandhi & Co., Practicing Company Secretaries, Vadodara, (CP No. 2515) have been appointed as Secretarial Auditors of the Company for the year 201718. Report of J J Gandhi & Co. for the Financial Year 2017-18 ended on 31^st March, 2018 in the prescribed Form-MR 3 is annexed to this Report as Annexure ''B''. Your Company is in the process of appointing one more Independent Director to be compliant with the provisions of Regulation 1 7(1)(b) of the Listing Regulations.

Extract of Annual Return:

The details forming part of the extract of Annual Return in prescribed Form MGT-9 is annexed to this Report as Annexure ''D''.

Your Directors further state that, the Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and no case was reported during the year under review. 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.

For and On behalf of the Board

Shri Raj Gopal, IAS

Date: 29^th August, 2018. Chairman

Place: Gandhinagar (DIN: 02252358)

---

Mar 31, 2017

To

The Members,

The Directors have pleasure to present the Thirty Second Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2017. Financial Performance:

(Rs, in Lakhs)

	2016-17	2015-16
Revenue from Operations	1,31,056	1,35,223
Other Income	7,102	3,621
Total Expenditure	88,155	95,104
Gross Profit :	50,003	43,740
(before deducting any of the following)
(a) Finance Cost	7,319	7,557
(b) Depreciation	12,587	11,213
(c) Provision for Deferred Tax	773	1,110
(d) Provision for Current Income Tax	6,400	5,035
(including MAT credit entitlement)
(e) Other Comprehensive Income	2,263	(47.80)
(Net of Tax)
Net Profit including other	25,187	18,777
comprehensive income:
Add : Balance brought forward from	12,058	9,836
Previous Year (including other
Comprehensive Income)
Surplus available for Appropriation	37,245	28,613
Appropriations :
General Reserve	8,000	6,000
Expansion Reserve	8,000	6,000
Dividend On Equity Shares	4,915	4,555
(including Dividend Tax) paid
Carried to Balance Sheet	16,330	12,058
TOTAL	37,245	28,613

Dividend:

Your Directors are happy to recommend a Dividend of Rs, 2.70 (Rupees Two and Paise Seventy) per share on 15,12,51,188 Equity Shares of Rs, 10/- each fully paid up, for the year ended on 31st March, 201 7 (Previous Year Rs, 2.70 per share). The Dividend, if approved by the Shareholders at the ensuing 32^nd Annual General Meeting (AGM), shall be paid to those Shareholders, whose names appear on the Register of Members of the Company as on the Books Closure Date i.e. on 11th August, 2017. 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 that date.

OPERATIONS:

Vadodara Gas based Stations:

Station - I (145 MW):

During the year under review, the Station generated 701.893 Million Units (MUs) at a Plant Load Factor (PLF) of 55.26% as against generation of 719.485 MUs at PLF of 56.49% during the preceding year. The Plant Availability Factor (PAF) was at 98.15% during the year under review as against 96.71% during the preceding year.

Planned shutdown for Combustion Inspection of GT#1, Annual Maintenance of all the three Heat Recovery Steam Generators (HRSGs), Hot Gas Path Inspection (HGPI) of GT#2 and Major Inspection of GT#3 HRSG was carried out during the year. In-house modification of Inverted Guide Vein (IGV) was successfully carried out in GT#3.

The Station achieved highest ever daily PLF @ 90.10% on 21.03-2017.

Station - II (165 MW):

During the year under review, the generation was 59.011 Million Units (MUs) at a Plant Load Factor (PLF) of 4.08% as against generation of 235.478 MUs at a PLF of 16.25% in the preceding year. The Plant Availability Factor (PAF) for the Station was 33.42% for the year under review as against 96.65% during the preceding year. PAF for the Station was lower due to expiry of Power Purchase Agreement (PPA) with Gujarat Urja Vikas Nigam Limited (GUVNL), on 31/07/2016.

Annual Maintenance of HRSG was carried out during the year. HRSG kept under preservation.

Your Directors are glad to inform that as a result of consistent efforts to operate the Plant auxiliaries at Optimum Level and energy conservation measures during the year under review the auxiliary consumption has come down to 2.5% for the year under review, which is 0.5% less than the normative level of 3%.

It is also heartening to note that despite the ageing factor of the main Plant equipments, the operating parameters i.e. output and heat rate have been maintained due to proactive operation and maintenance practices and vigilant monitoring of the performance. The improved PAF for Station I for the year under review is the testimony of our commitment.

PLF was low mainly due to prolonged backing down by State Load Dispatch Centre (SLDC).

Continuous efforts are made to maintain optimum available supply of gas for the Stations. Currently, out of total gas requirement for Vadodara Stations, gas is tied up with GAIL (India) Ltd. (GAIL). The remaining quantity is tied up, with Gujarat State Petroleum Corporation Ltd (GSPCL), for supply of Spot gas on "as and when required" basis.

Long term agreement has been signed with Hettich India Pvt. Ltd., Vadodara, for sharing the available spare capacity of De-mineralized (DM) Water.

During the year under review, sale of 50036 Kilo Litres (KL) DM water has been achieved as compared to sale of 21880 KL of DM water achieved during the preceding year, an increase of 115%. Your Company is planning expansion of DM water Plant and exploring possibilities to lay DM water pipe line network to reach bulk customers in the nearby Industrial areas.

Long term agreement has been signed with Ishedu (Division of Jayant Agro Limited) for sharing the available spare capacity of infrastructure of Joint Water Supply Scheme (JWSS) of GIPCL and GACL. Services like Third Party Water Sample Analysis facilities on chargeable basis are also provided to interested parties.

During the year under review, implementation of various energy conservation jobs as well as new initiatives have been undertaken. Major energy conservation and efficiency improvement measures by way of modification in various auxiliary equipments and redefining operational parameters have been successfully implemented as elaborated in the Annexure ''C'' annexed to this Report.

It gives immense pleasure to inform that the Vadodara Plant of your Company has been conferred the National level "Energy Efficient Unit - Award - 2016" by the Confederation of Indian Industry (CII), Hyderabad.

Your Directors are pleased to inform that the Gas based Power Plant at Vadodara has been awarded First Prize, at the "National Energy Conservation Award - 2016" in Thermal Power Plant Sector category by the Ministry Of Power (MoP), Govt. of India.

Safety Performance:

The health and safety of all the employees is 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 equipments and creating a safe and healthy work environment for the employees. Your Company has been spending sufficient amount for the health and safety related activities. Constant efforts are made to maintain accident free operations at all the locations. Your Company has adopted a comprehensive Health and Safety policy under the Integrated Management System (IMS). Your Directors are glad to inform that the Vadodara Plant has successfully completed accident free operations for the entire year under review i.e. FY 2016-17. Safety Audit has been planned through external competent agency to ensure zero accident and cover all employees and contract workmen for safety related training.

Surat Lignite Power Plant (SLPP):

Phase-I (2 x 125 MW Units 1 & 2):

During the year under review, Phase-I generated 1526.640 Million Units (MUs) at a Plant Load Factor (PLF) of 69.71% as against 1643.210 MUs at a PLF of 74.83% during the previous year. Plant Availability Factor (PAF) was 84.98% as against 89.03% during the previous year. Low grid demand resulted into loss in PLF by 10.93% during the year under review against 10.57% during the previous year.

Less plant Availability / Generation during the year under review is mainly because of planned outage of both the Units. Capital Overhauling of Unit-1 and Annual Overhauling of Unit-2 was carried out during the second quarter of F.Y. 2016-17. During the preceding year, Annual Overhauling of only Unit-2 was carried out. In Unit-1, minor maintenance work was carried out during F.Y. 2015-16 for seven days.

Commercial availability was at 78.87% as against 83.74% during the previous year.

Phase II (2 x 125 MW Units 3 & 4):

During the year under review, Phase-II generated 1651.556 MUs at a PLF of 75.41 % as against 1440.694 MUs at a PLF of 65.61 % during the preceding year. PAF was 87.80% as against 75.88% during the preceding year.

Commercial availability was at 86.41 % as against 75.1 7% during the previous year.

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:

Your Directors are happy to inform that performance of Mining Division was excellent during the year under review. During the year under review, Valia Lignite Mine recorded the highest ever production of 28.05 Lakh Te as against 26.84 Lakh Te during the preceding year.

Total 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, sufficient quantity of Lignite has been stocked for operations during monsoon.

Your Directors are glad to inform that during the year under review, Valia Lignite Mine has won prizes for ''Overall'', ''Thrust Area (Slope Stability)'',''Health, First Aid & Vocational Training'' ,''Survey Office, Plans and Sections'', ''Best Publicity, Propaganda & House Keeping'' categories and Vastan Lignite Mine has won prizes for ''Maintenance of HEMM'' and ''Health, First Aid & Vocational Training'' categories, at Gujarat level, from Director General of Mines Safety.

It is a matter of pride for all of us to note that your Company has received three National Safety Awards (Mines) from the Ministry of Labour & Employment, Govt. of India, at the hands of Hon''ble President of India viz. two Winner Awards for Vastan Lignite Mine for the year 2013 & year 2014 and one Runner Award for Mangrol Lignite Mine for the year 2013.

5 MW PV based Solar Power Plant:

During the year under review, 5 MW PV based Solar Power Plant at SLPP generated 7.58 MUs with 17.30% PLF as against 7.73 MUs with PLF of 17.61% during the preceding year.

Less generation and PLF during the year under review was due to extended cloudy weather during monsoon season.

2 x 1 MW Distributed Solar Power Plants (DSPPs):

During the year under review, your Company successfully commissioned the Govt. of Gujarat (GoG) sponsored, Grid connected two Distributed Solar Pilot plants of 1 MW each at Village Amrol, Dist.: Anand in Central Gujarat in April, 2016 and at Village Vastan, Taluka Mangrol, Dist.: Surat in South Gujarat in May, 2016 respectively.

These Power plants have been developed on Research & Development basis with novel concept of cultivation of agriculture crops under the Solar Panels by reusing water used to clean the Solar Panels and drip Irrigation facility.

During the year under review, the 1 MW Amrol DSPP generated 1.365 MUs at a Capacity Utilization Factor (CUF) of 16.83% and the 1 MW Vastan DSPP generated 1.21 MU at a CUF of 15.20% respectively.

The DSPP have been acknowledged as one of the innovative Projects, in the book titled "Book on Innovations - for the PM Award for Excellence'' released by the Hon''ble Prime Minister of India. Further, your Directors are pleased to inform that this novel concept of Agri Solar Power Project has received National Level "Golden Peacock Eco-Innovation" Award of the Institute of Directors, New Delhi.

Environmental Protection:

The Company recognizes Environment Management as an integral function of its operations. Towards this end, your Company has adopted appropriate technology for control of pollutants at source.

Vadodara Plant:

Your Directors are pleased to inform that the initiative taken by your Company in 2012 for providing water as well as oil testing analysis services to interested parties on chargeable basis as a part of diversification of activities and optimization of use of available spare infrastructure and resources for increasing revenues has received encouraging response.

Your Company has also imposed total ban on using thermocol and plastic below 40 micron size packing material for all incoming goods. 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 total internals of five fields and partially replaced internals of two fields (out of fourteen fields) of Unit-4 Electrostatic precipitator during the annual overhauling at a total expenditure of Rs, 389.54

Lakhs to reduce suspended particulate matter (SPM) emission through stack / chimney.

Your Company planted 3080 nos. of saplings (more than 90% survival rate) in the Plant and Colony premises for better green coverage.

Expansion Plans:

Wind Power Projects:

The Company had issued two Letters of Intent (LoIs), both dated 01.09.2014 on Leitwind Shriram Manufacturing Ltd. (LSML), Chennai on EPC turnkey basis for setting up Wind Power Projects of 27 MW (18 x 1.5 MW) at Village Kotadapitha and 24 MW (16 x 1.5 MW) at Village Jambarwada, Taluka Babra, Dist.: Amreli, Gujarat respectively.

Due to inordinate delay in Project execution by LSML it was decided by your Directors to terminate the LoI for 24 MW (16 x 1.5 MW) at the Jambarwada Site.

Thereafter, in view of the financial difficulties faced by LSML, the LoI for the 27 MW Wind Based Power Project at Village Kotadapitha was truncated to 15 MW. The said 15 MW Project has been commissioned in November 2016.

During the year under review, the 15 MW Kotadapitha Wind Farm generated 32.35 MUs at a CUF of 28.04%.

97.4 MW Wind Power Projects:

Your Directors are pleased to inform that the 97.4 MW Wind Farms, at various locations in Gujarat, have been commissioned, in phased manner by March 201 7 i.e. ahead of schedule. During the year under review, the 26 MW Rojmal Wind Farm generated 13.29 MUs at a CUF of 13.12%; and the 71.4 MW Wind Farms at three different locations generated 36.47 MUs at a CUF of 22.15%.

2 x 40 MW Solar Power Projects at Gujarat Solar Park, Charanka: Your Directors are pleased to inform that your Company had emerged as successful Bidder in the e-reverse auction for 2 x 40 MW Solar Power Projects at Gujarat Solar Park, Village Charanka, Dist.: Patan, Gujarat under the National Solar Mission, Phase II, Batch IV on EPC basis. The Company has issued two LoIs to M/s. Vikram Solar Private Limited (VSPL), Kolkata for the said two Solar Power Projects.

Your Directors are happy to inform that 40 MW capacity has been successfully commissioned and certified by Solar Energy Corporation of India Limited (SECI) and the balance capacity will be commissioned by August / September, 2017. There has been slight delay in commissioning of the balance capacity due to heavy rain and floods in the area during July / August, 201 7. Empanelment as Channel Partner by the Ministry of New and Renewable Energy (MNRE), Government of India (GoI):

Your Directors feel proud to inform that your Company has been empanelled by the MNRE, GoI, as Channel partner under the Grid Connected Rooftop and Small Power Plants Programme.

Accreditation for Integrated Management System (IMS) under ISO certifications:

Your Directors are pleased to inform that during the year under review your Company has successfully maintained standard guidelines for IMS covering ISO:9001:2008, ISO:14001:2004 and OHSAS 18001:2007 certification for Quality Management System (QMS), Environment Management System (EMS) and Occupational Health and Safety Assessment Series (OHSAS) and ISO 50001:201 1 for Energy Management System (EnMS) Certification for its Power Stations at Vadodara and SLPP. Your company is one of the first group of Power Plants to have implemented and obtained ISO 50001:2011 Certification. Surveillance Audit for all the Standards have been successfully conducted and accredited by TUV India Ltd. in May, 2017.

Subsidiary:

During the year under review, the Company''s wholly owned subsidiary GIPCL Projects and Consultancy Company Limited (GIPCO) has been struggling to perform for the consecutive fifth year in the highly competitive service sector.

With a view to achieve administrative and operational convenience, your Directors have decided to merge GIPCO with GIPCL. The services offered / provided by GIPCO will be continued through respective verticals of GIPCL.

Public Deposits:

During the year 2016-17, your Company has not accepted / renewed any Fixed Deposit. As at 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 Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) and their Listing Fees for the FY 2017-18 have been paid.

Insurance:

The properties and the insurable interest of the Company are adequately insured. Your Company has also taken necessary insurance cover as required under the Public Liability Insurance Act, 1991.

Corporate Social Responsibility (CSR) Initiatives:

As part of its CSR initiatives, your Company has undertaken projects in the areas of Health, Education, Livelihood, Development of Village Infrastructure, Land loser focused intervention, Sanitation, etc. These projects are in accordance with Schedule VII to the Companies Act, 2013.

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 conserving about 6.99 MUs electrical energy.

Related Party Transactions:

There was no materially significant Transaction made by the Company with 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 as also the Board for approval. 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, are given in Annexure E to and forms part of this Report.

The Policy on Related Party Transactions (RPTs) is uploaded on the website of the Company and can be accessed on the following link:

http://www.gipcl.com/corporate-policies.htm

None of the Directors has pecuniary relationships or transactions

vis-a-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 at following link: http://www.gipcl.com/corporate-policies.htm 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 Directors made judgment 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, 201 7 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.

Corporate Governance:

A detailed report on Corporate Governance along with Certificate dated 18th May, 2017 issued by CS JJ Gandhi, Practicing Company Secretary, Vadodara is annexed forming part of this Report.

Management Discussion and Analysis:

A report on Management Discussion and Analysis dealing with Business Operations and Performance, Research and Development, Expansion Project, Safety and Environment, Human Resource Development, Corporate Social Responsibility etc. is annexed forming part of this Report.

Risk Management:

The Board of Directors review the Report on Risk Management and Risk Minimization on quarterly basis. The provisions of Listing Regulations relating to Risk Management are not presently applicable to the Company.

Directors:

Since the 31^st AGM held on 23/09/2016, there were following changes in Board of Directors of your Company:

GUVNL nominated Shri Pankaj Joshi, IAS (DIN:01532892) as Director vice Smt. Shahmeena Husain, IAS (DIN:03584560) w.e.f.20/10/2016.

The Board places on record its sincere appreciation for the valuable guidance and support extended by Smt. Shahmeena Husain, IAS, during her tenure as Director of the Company.

Vide Notification dated 12/05/2017, the General Administration Dept.,(GAD), Government of Gujarat (GoG) has placed the services of Smt. Shahmeena Husain, IAS, (DIN:03584560) for appointment, holding additional charge, as Managing Director of your Company vice Smt. Sonal Mishra, IAS (DIN:03461909).

Accordingly, pursuant to the provisions of the Article 95 of Articles of Association of the Company, the Board of Directors has appointed Smt. Shahmeena Husain, IAS as Additional Director and Managing Director of the Company w.e.f. 20/05/ 2017 vice Smt. Sonal Mishra, IAS.

The Board places on record its sincere appreciation for the leadership and valuable contributions made by Smt. Sonal Mishra, IAS, during her tenure as Managing Director of the Company.

IDBI Bank Limited nominated Shri Shalil Awale (DIN: 06804536) as Nominee Director vice Shri Ashok Kumar (DIN: 07317803) w.e.f. 20/10/2016.

The Board places on record its appreciation for the valuable guidance and support extended by Shri Ashok Kumar, during his tenure as Director of the Company.

Thereafter, IDBI Bank Limited nominated Shri Janakiraman M (DIN: 06919906) as Nominee Director vice Shri Shalil M Awale (DIN: 06804536) w.e.f. 10/08/2017.

The Board places on record its appreciation for the valuable guidance and support extended by Shri Shalil M Awale, during his tenure as Director of the Company.

Dr. Ajay N. Shah (DIN: 01141239) has resigned as Director of the Company w.e.f. 11/01/2017.

The Board places on record its appreciation for the valuable guidance and support extended by Dr. Ajay N. Shah, during his tenure as Director of the Company.

Consequent to transfer of Shri Sanjeev Kumar, IAS (DIN:03600655) by GoG vide GAD Notification dated 1 3^th June, 2017, the Finance Department, GoG vide its Order dated

1 5.07.201 7 nominated Shri Milind Torawane, IAS (DIN:03632394), Secretary (Expenditure), GoG as Director on the Board of Directors vice Shri Sanjeev Kumar, IAS (DIN:03600655).

The Board places on record its appreciation for the valuable guidance and support extended by Shri Sanjeev Kumar, IAS, during his tenure as Director of the Company.

Shri P K Gera, IAS (DIN: 05323992) and CS V V Vachharajani (DIN: 00091677), Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors recommend for your approval resolutions at Sr. Nos. 03, 04, 06, 07 and 08 of the Notice dated 11th August, 2017 of the 32^nd AGM.

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, your Company has constituted a Nomination & Remuneration (NR) Committee of Directors to evaluate the performance of Directors on the Board.

Appraisal of each Director of the Company is based on the broad criteria mentioned below as required under the provisions of Section 134(3)(p) of the Companies Act, 2013 (the Act).

1. Knowledge of the Job Profile;

2. Various Directions provided in the best interest of the Company on key issues; review of compliance management;

3. Achievement of Targets budget v/s actual and reasons for deviations; contribution towards new projects;

4. Detailed analysis of internal control functions;

5. Thorough compliance with the Code of conduct;

The NR Committee shall evaluate the performance of each member of the Board of Directors with reference of the authority under the Nomination and Remuneration Policy of the Company

framed in accordance with the provisions of section 1 78 of the Act and as per the evaluation criteria mentioned above. Evaluation of Independent Directors shall be carried out by the entire Board in the same manner as it is done for other Directors of the Company except the Director being evaluated.

Based on the performance evaluation of each and every Director and the Chairman of the Company, the Committee shall provide the ratings based on each criterion.

Evaluation of Executive Director of the Company is done 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 year. The Company has disclosed the criteria laid down by the NR Committee for performance evaluation, on its website for the reference and also in the Annual Report of the Company.

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 2016-17.

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 2016-17 is given at Annexure F 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 during 3:30 p.m. to 5:30 p.m. on all working days of the Company up to the date of the ensuing 32^ndAGM. 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:

Internal:

Vijay Tewar & Co., Chartered Accountants, Vadodara, (ICAI Firm Reg. No.:111422W), were appointed as Internal Auditors of the Company for the Financial Year 2016-17 and they have submitted their Report to the Audit Committee of Directors.

K N Mehta & Company, Chartered Accountants, Vadodara, (ICAI Firm Reg. No.:106242W), have been appointed as Internal

Auditors of the Company for the Financial Year 2017-18. The Audit Committee of Directors periodically review the reports of Internal Auditors.

Statutory:

The Members at their 30th AGM have appointed K C Mehta & Co., Chartered Accountants, Vadodara (ICAI Firm Reg. No.:106237W), as Statutory Auditors of the Company, for a period of five consecutive financial years i.e. from FY 2015-16 to FY 2019-20. Pursuant to the provisions of Section 139 of the Act, appointment of Statutory Auditors has to be ratified by the Members at every AGM. Accordingly, resolution at Sr. No. 5 of the Notice of 32^nd AGM is recommended for approval of the Members for ratification of the appointment of Statutory Auditors, for the Financial Year 2017-18.

Cost:

Y S Thakar & Co., Cost Auditors, Vadodara (ICWA Firm Registration No.:00318), were appointed as Cost Auditors of the Company for the Financial Year 2016-17.

The Board of Directors has appointed Diwanji & Associates, Vadodara (ICWA Firm Registration No.:100227), as Cost Auditor of the Company for the Financial Year 2017-18.

Resolution at Sr. No.10 of the Notice of 32^nd AGM is recommended for ratification of the Members for the remuneration payable to Cost Auditors for the Financial Year 201 7-18.

Secretarial:

JJ Gandhi & Co., Practicing Company Secretaries, Vadodara, (CP No. 2515) have been appointed as Secretarial Auditor of the Company for the year 2016-17. Report of JJ Gandhi & Co. for the Financial Year 2016-17 ended on 31st March, 2017 in the prescribed Form-MR 3 is annexed to this Report as Annexure ''B''.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in prescribed Form MGT 9 is annexed to this Report as Annexure ''D''.

Your Directors further state that during the year under review, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 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.

For and On behalf of the Board

Sujit Gulati, IAS

Date: 18th August, 2017. Chairman

Place:Gandhinagar (DIN:00177274)

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Mar 31, 2015

Dear Members,

The Directors have pleasure to present the Thirtieth Annual Report on the performance of your Company together with Standalone and Consolidated Audited Financial Statements for the Financial Year ended 31st March, 2015 and the report of the Auditors thereon:

Financial Performance: (Rs in Lacs)

2014-15 2013-14

Net Sales 1,20,906 1,37,104

Other Receipts 4,882 3,646

Total Expenditure 79,191 90,636

Gross Profit : (1 2-3) 46,597 50,114

(before deducting any of the following)

(a) Finance Cost 7,800 8,827

(b) Depreciation 12,003 15,551

(c) Provision for Deferred Tax 5,783 2,141

(d) Provision for Current Income Tax 6,333 4,416 (including MAT credit entitlement) and Wealth Tax

(e) Tax adjustment of earlier years 196 591

(f) Exceptional Item 1,851 0

Net Profit: 12,631 18,588

Add : Balance brought forward from 8,809 7,145 Previous Year

TOTAL 21,440 25,733

Less: Appropriations :

(i) General Reserve 7,500 7,500

(ii) Expansion Reserve 5,000 5,000

(iii) Proposed Dividend On Equity 4,556 4,424 Shares (including Dividend Tax)

(iv) Carried to Balance Sheet 4,384 8,809

TOTAL 21,440 25,733

dividend:

Your Directors are happy to recommend a Dividend of Rs 2.50 (Rupees Two and Paise Fifty) per share on 15,12,51,188 Equity Shares of Rs 10/- each fully paid up, for the year ended on 31st March, 2015. The total outgo on account of Dividend would be about Rs 4,556 Lacs including Corporate Tax on Dividend. The Dividend, if approved by the shareholders at the ensuing 30th Annual General Meeting, shall be paid to all those Members, whose names appear on the Register of Members of the Company on the Books Closure Date i.e. on Tuesday, the 18th August, 2015.

Operations:

Vadodara Stations:

Station - I (145 MW):

During the year under review, the Station generated 679.893 Million Units (MUs) at a Plant Load Factor (PLF) of 53.53 % as against generation of 880.56 MUs at PLF of 69.32% during the preceding year. The Plant Availability Factor (PAF) was at 95.84% during the year under review as against 97.30% during the preceding year.

During the year under review, Hot Gas Path Inspection (HGPI) with Residual Life Assessment (RLA) of Gas Turbines (GT)-1 was carried out; Annual Inspection of Heat Recovery Steam Generator (HRSG) is also completed as per the schedule.

Station - II (165 MW):

During the year under review, the generation was 38.253 Million Units (MUs) at a Plant Load Factor (PLF) of 2.65% as against generation of 159.15 MUs at a PLF of 11.01% in the preceding year. The Plant Availability Factor (PAF) for the Station was 95.18% for the year under review as against 99.63% during the preceding year.

During the year under review, Planned Shutdown of GT-4 and Annual Inspection of HRSG-4; were successfully completed.

Your Directors are also glad to inform that owing to consistent efforts to operate plant auxiliaries at Optimum Level and energy conservation measures vis-a-vis Reduced PLF of Station-I & II, have made it possible to maintain the auxiliary consumption at 2.63% for the year under reference, which is less than the normative level of 3%.

It is also heartening to note that despite the aging of main plant equipments, the operating parameters i.e. output and heat rate have been maintained due to proactive operation and maintenance practice and vigilant monitoring of the performance.

The lower PLF for the Stations is due to continuously depleting supply of domestic gas from GAIL and RIL-Niko. The status of RIL's imposition of full curtailment of gas supply from their KG D-6 field with effect from 1st March 2013 has remained unchanged, under Priority sector guidelines of MoP&NG. The reduced generation is also on account of plant operation on partial load and / or prolonged backing down of the plant by State Load Dispatch Centre (SLDC) due to higher generation cost on imported R-LNG as fuel. However, continuous efforts are made to maintain optimum available supply of gas for the Stations at Vadodara. Currently, out of total gas requirements of 1.55 to 1.60 MMSCMD for Vadodara Stations, 0.91 MMSCMD gas including R-LNG is tied up with GAIL (India) Ltd. (GAIL) and RIL-NIKO on long term basis. The remaining quantity is tied up with GAIL, Gujarat State Petroleum Corporation Ltd (GSPCL), and BPCL for supply of Spot gas on "as and when required" basis.

Long term agreements have been signed with Hettich India Pvt. Ltd., Vadodara, for supply of De-mineralized (DM) Water, and with Ishedu a Div. of Jayant Agro, for sharing the available spare capacity of infrastructure of Joint Water Supply Scheme (JWSS) of GIPCL and GACL. Services like Third Party Water Sample Analysis facilities on chargeable basis are also provided to interested parties.

During the year under review, implementations of various energy conservation measures as well as new initiatives were undertaken. Major energy conservation and efficiency improvement measures by way of modification in various auxiliary equipments and redefining operational parameters have been successfully implemented as elaborated in the Annexure to this Report.

Safety Performance:

The health and safety of all the employees is 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 equipments and creating a safe and healthy working environment for the employees. The Company has been spending appropriate and sufficient amount for the health and safety related activities. Constant efforts are made to maintain accident free operations at all the locations. Your Company has adopted a comprehensive Health and Safety policy under the Integrated Management System (IMS). Vadodara Plant successfully completed accident free operations for the entire year under review viz. FY 2014-15.

Surat Lignite Power Plant (SLPP):

Phase-1 (2 x 125 MW units 1 & 2):

During the year under review, Phase-I generated 1424.954 Million Units (MUs) at a Plant Load Factor (PLF) of 65.07 % as against 1488.481 MUs at a PLF of 67.97% during the previous year i.e. FY 2013-14. Plant Availability Factor was 70.55% as against 83.95% during the previous year.

Commercial availability was at 64.09% as against 67.44% during the previous year.

During the year under review, the Unit - 1 (125MW) tripped on 29.1 1.2014 due to a technical snag in the Stator Winding of the Generator differential protection. BHEL, OEM, carried out all required tests at their Hyderabad works and on technical assessment of the said results finally termed the damage to the Stator as irreparable. The Company therefore placed order for a new Stator assembly on BHEL - the OEM- using the Company's existing Stator frame/casing and the Unit was synchronized with the Grid on 3rd April, 2015. Your Company is adequately insured against material damage and business interruption loss aspects arising on account of the said Stator failure.

Phase II (2 x 125 MW units 3 & 4):

During the year under review, Phase-II generated 1841.638 MUs at a PLF of 84.09% as against 1528.982 MUs at a PLF of 69.82% during the preceding year. Plant Availability Factor was 89.17% as against 84.78% during the previous year. Commercial availability was at 85.70% as against 72.47% during the previous year.

Constant endeavors are being made to improve the overall performance of the Station, including technology improvement and modifications. The required maintenance program for the upkeep of the Units was undertaken during the year under review.

Your Directors are happy to inform that the SLPP Station has received National Excellence Award for Energy Management instituted by Confederation of Indian Industries (CII) as an "EXCELLENT ENERGY EFFICIENT UNIT" for the year 2014.

Mining:

Your Directors are happy to inform that the performance of the Mining Division was satisfactory during the year under review. Total 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, sufficient quantity of Lignite has been stocked for the operations during the monsoon.

It is heartening to inform that the Vastan Lignite Mine of your Company has won First Prize in the category 'Lowest Injury Frequency Rate (LIFR) per Million Cubic Meter of Output for two consecutive years viz. 2011 and 2012 at the National Safety Awards (Mines) held at Vigyan Bhavan, New Delhi. The said Awards, instituted for betterment of safety standards and to recognise outstanding safety performance, were received at the hands of Hon'ble President of India.

Your Directors are pleased to inform that the Vastan Limestone Mine has bagged two First Prizes viz. 'Mines workings and General Safety' and 'Publicity propaganda and Housekeeping' and the Valia Mine has bagged three First Prizes viz. 'Overall of open cast Lignite Mines', 'Records Maintenance' and 'Health,

First Aid and Vocational Training' at the 'Gujarat Lignite Mines Safety Week-2015' celebrated under the aegis of Directorate General of Mines Safety (DGMS), Ahmedabad and Surat Regions.

5 MW PV based Solar Power Plant:

During the year under review, 5 MW PV based Solar Power Plant at SLPP generated 8.02 MUs with 18.31% PLF.

Environmental Protection:

The Company recognizes Environment Management as an integral function of the operation. Towards this end, the Company has adopted appropriate technology for control of pollutants at source.

Vadodara Plant:

Your Directors are pleased to inform that the initiative taken by your company in 2012 for providing water as well as oil testing analysis services to interested parties on chargeable basis as a part of diversification of activities and optimization of use of available infrastructure and resources for increasing revenues has received encouraging response.

Your Company has also imposed total ban on using thermocol and plastic below 40 micron size packing material for all incoming goods. 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 six fields (out of twelve fields) of Unit-I Electrostatic precipitator during the annual overhauling at a total expenditure of Rs 288.90 lacs to reduce suspended particulate matter (SPM) emission through stack / chimney.

Your Company replaced the online dust and opacity monitoring system of Phase-I and II with a total expenditure of Rs 10.74 lacs for monitoring and maintaining the stack emission parameters.

Your Company planted 1927 nos. of saplings (more than 90% survival rate) in the plant premises for better green coverage.

Your Directors feel proud to inform you that the Surat Lignite Power Plant (SLPP) has been recognized as 'Best in Water Use' under a United Nations (UN) backed Project for Green Rating of Thermal Power Plants in India undertaken by Centre for Science and Environment, a Delhi based NGO. The said Green Rating Project Awards also known as 'The Five Leaves Award' was conferred at a function held at Ministry of Environment, Forests and Climate Change (MoEFCC) in February, 2015.

Expansion Plans:

51 MW Wind based Power Project:

The Company has placed order on Leitwind Shriram Manufacturing Ltd. (LSML) on EPC turnkey basis for setting up wind based Power Project-27 MW at Village Kotadapitha and 24 MW at Village Jambarvada, Taluka Babra, Dist.: Amreli, Gujarat respectively. 2 x 1.5 MW Wind Turbine Generators (WTGs) have been commissioned in May, 2015. Power Purchase Agreement (PPA) for 10.5 MW has been signed with GUVNL in May, 2015. Civil and other works for remaining WTGs is going on in full swing and the said WTGs are likely to be commissioned by August, 2015.

Up to 250 MW Wind Power Project:

Your Directors would like to inform that your Company has invited offers through International Competitive Bidding (ICB) route for setting up an up to 250 MW Wind Power Project on turnkey Engineering, Procurement, Construction (EPC) basis. The bids received are under evaluation.

Accreditation for integrated Management System (iMS) under iSO certifications:

Your Directors are pleased to inform that during the year under review your Company has successfully maintained standard guidelines for IMS covering ISO:9001:2008, ISO: 14001:2004 and OHSAS 18001:2007 certification for Quality Management System (QMS), Environment Management System (EMS) and Occupational Health and Safety Assessment Series (OHSAS) and ISO 50001:201 1 for Energy Management System (EnMS) Certification for its Power Stations at Vadodara and SLPP. Your Company is one of the first group of Power Plants to have implemented and obtained ISO 50001:201 1 Certification. Surveillance Audit for all the standards have been successfully conducted and accredited by TUV India Ltd. in May, 2015.

Subsidiary:

Your Directors are happy to inform that during the year under review, the Company's wholly owned subsidiary GIPCL Projects and Consultancy Company Limited (GIPCO) has continued to perform successfully in the growing but highly competitive service sector. The Company has offered trouble-shooting and expert services for O&M practice and spares management to different operating power plants.

The Company under Employee Excellence Enhancement (EEE) program conducted various training programs for Power Plant personnel and Engineering Students round the year. The training activity has received encouraging response from the energy sector.

Public Deposits:

During the year 2014-15, your Company has not accepted / renewed any Fixed Deposit. As at the date of this Report, there is No Deposit either unpaid / unclaimed or due for transfer to Investors Education & Protection Fund (IEPF).

Listing Agreement Compliance:

Equity Shares of your Company are listed on Bombay Stock Exchange Ltd. (BSE), National Stock Exchange of India Ltd. (NSE) and Vadodara Stock Exchange Ltd. (VSE) and their Listing Fees for the FY 2015-16 have been paid and the conditions of the Listing Agreement have been complied with.

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 initiatives:

As part of its initiatives under "Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education, Livelihood, Health, Water, Sanitation, etc. These projects are in accordance with Schedule VII to the Companies Act, 2013.

Report on CSR activities is annexed to this Report as "Annexure A".

Your Directors are pleased to inform that Development Efforts for Rural Economy & People (DEEP), a Trust promoted by your Company at its SLPP location, has bagged Award for 'Outstanding Achievement in Social Welfare Program by an NGO' instituted by The Southern Gujarat Chambers of Commerce and Industries (SGCCI) for the year 2013-14. This is the third consecutive year when DEEP has been honored with this Award.

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.

Related Party Transactions:

All Related Party Transactions that were entered during the year were on arm's length price basis and in ordinary course of business. 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. During the year under review, the Company has done transactions of sale of electricity to Gujarat Urja Vikas Nigam Ltd. (GUVNL), Gujarat Alkalies & Chemicals Ltd. (GACL) and Gujarat State Fertilizers & Chemicals Ltd. (GSFC), Promoters of the Company. Your Directors recommend for your approval the said transactions entered into with GUVNL, GACL and GSFC as stated in Resolution at Sr. No.9 of the Notice of 30th Annual General Meeting (AGM).

All related party transactions are placed before the Audit Committee as also the Board for approval. Ominbus approval of the Audit Committee has been obtained for transactions which are of repetitive nature.

The Policy on Related Party Transactions (RPTs) is uploaded on the website of the Company and can be accessed on the following link: http://www.gipcl.com/pages/corporate-policies

None of the Directors or Key Managerial Personnel has pecuniary relationships or transactions vis-a-vis the Company.

Vigil Mechanism / Whistle Blower Policy:

The Company has a Vigil Mechanism / 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 at following link: http://www.gipcl.com/pages/corporate-policies

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 Directors made judgment 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, 2015 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; and

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.

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.

Corporate Governance:

Your Company has been following good Corporate Governance practices and has complied with the requirements of Clause 49 of the Listing Agreement. A detailed report on Corporate Governance along with Certificate dated 22nd May, 2015 issued by CS Niraj Trivedi, Practicing Company Secretary, Vadodara is annexed forming part of this Report.

Management Discussion and Analysis:

A report on Management Discussion and Analysis dealing with Business Operations and Performance, Research and Development, Expansion Project, Safety and Environment, Human Resource Development, Corporate Social Responsibility etc. is annexed forming part of this Report.

Risk Management:

Your Company has constituted a Committee of Directors, presently consisting of Dr. P K Das, IAS (Retd.), Chairman of the Committee, Shri A M Tiwari, IAS and Smt. Sonal Mishra, IAS. The Report on Risk Management and Risk Minimization is reviewed by the Board on quarterly basis.

Directors:

During the year under review, Shri A K Dalvi, General Manager (O&ES), was nominated as Director on the Board of Directors of the Company by GACL vice Shri M S Dagur, IAS.

The Board places on record its sincere appreciation for the valuable guidance and support extended by Shri M S Dagur, IAS during his tenure as Director of the Company.

Vide Government of Gujarat (GoG) Notification dated 30.8.2014, Shri D J Pandian, Chairman of the Company and Additional Chief Secretary, Energy & Petrochemicals Dept., GoG was transferred as Additional Chief Secretary, Industries & Mines Department, GoG. Consequent to his transfer, he resigned from the Board of Directors of the Company w.e.f. 30.08.2014.

The Board places on record its sincere appreciation for the valuable services and guidance as well as support extended by Shri D J Pandian, IAS, during his tenure as Chairman of the Company.

During the year, Smt. Padma Betai was nominated by IDBI Bank Ltd. as its Nominee Director on the Board of the Company vice Shri D C Jain.

The Board places on record its sincere appreciation for the valuable guidance and support extended by Shri D C Jain, during his tenure as Director of the Company.

Gujarat Urja Vikas Nigam Ltd. (GUVNL) nominated Smt. Shahmeena Husain, IAS as Director on the Board of Directors of the Company vice Shri Raj Gopal, IAS.

The Board places on record its sincere appreciation for the valuable guidance and support extended by Shri Raj Gopal, IAS during his tenure as Director of the Company.

During the year under review, Gujarat Alkalies & Chemicals Ltd. nominated Shri A M Tiwari, IAS as Director on the Board of Directors of the Company vice Shri A K Dalvi.

The Board places on record its sincere appreciation for the valuable guidance and support extended by Shri A K Dalvi, during his tenure as Director of the Company.

Vide its Notification dated 27.10.2014, the GoG has nominated Shri Sanjeev Kumar, IAS, as its Nominee Director on the Board of Directors of the Company.

Shri H R Brahmbhatt and Smt. Shahmeena Husain, IAS, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors recommend for your approval resolutions at Sr. No. 3 and 4 of the Notice dated 22.05.2015 of the 30th AGM regarding reappointment of Shri H R Brahmbhatt and Smt. Shahmeena Husain, IAS, as Directors.

Pursuant to the provisions of Sections 149, 152 read with Schedule IV of the Companies Act, 2013 (the Act) and amended Clause 49 of the Listing Agreement, your Directors recommend for your approval Special Resolutions at Sr. No. 12, 13 and 14 of the Notice dated 22.05.2015 of the 30th AGM regarding appointment of Prof. Shekhar Chaudhuri (DIN:00052904), Prof. K M Joshi (DIN:00501563) and Dr. P K Das, IAS (Retd.) (DIN:00501499), as Independent Directors, to hold office for the second term, for a period of five consecutive years, from this Annual General Meeting (AGM) till 35th AGM, not liable to retire by rotation.

Pursuant to the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement with Stock Exchanges, the Board of Directors of the Company, at its Meeting held on 31/03/2015, appointed Dr. Ajay N Shah (DIN:01 141239), Shri S B Dangayach (DIN:01572754) and Dr. B A Prajapati (DIN:01431661) as Additional Directors and Independent Directors of the Company, under Section 161(1) of the Act and the Articles of Association of the Company (AoA). They hold office as Directors upto the date of ensuing 30th AGM.

The Company has received Declaration of Independence from all the Independent Directors as required under Section 149(6) of the Companies Act, 2013.

Your Directors recommend for your approval Ordinary Resolutions at Sr. Nos. 6, 7 and 8 of the Notice dated 22.05.2015 of 30th AGM regarding their appointment as Independent Directors, for the first term, to hold office for a period of five consecutive years from this AGM till 35th AGM of the Company.

Pursuant to the provisions of Article 89 of the Articles of Association of GIPCL, the GoG vide its Notification dated 07.04.2015 nominated Shri L Chuaungo, IAS as Chairman of the Company vice Shri D J Pandian, IAS.

Vide Notification dated 23.04.2015, the GoG placed the services of Smt. Sonal Mishra, IAS, at the disposal of Energy & Petrochemicals Dept., GoG for appointment as Managing Director of your Company vice Shri L Chuaungo, IAS. Your Directors recommend for your approval Ordinary Resolution at Sr. No. 10 of the Notice dated 22.05.2015 of 30th AGM regarding appointment of Smt. Sonal Mishra, IAS as Managing Director of the Company vice Shri L Chuaungo, IAS.

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, your Company has constituted a Nomination & Remuneration (NR) Committee of Directors to evaluate the performance of Directors on the Board.

Appraisal of each Director of the Company is based on the broad criteria mentioned below as required under the provisions of the Section 134 (3)(p) of the Companies Act, 2013 (the Act).

1. Knowledge of the Job Profile;

2. Various directions provided in the best interest of the Company on key issues; review of compliance management;

3. Achievement of Targets budget v/s actual and reasons for deviations; contribution towards new projects;

4. Detailed analysis of internal control functions;

5. Thorough compliance with the Code of conduct;

The NR Committee shall evaluate the performance of each member of the Board of Directors with reference of the authority under 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 mentioned above.

Evaluation of Independent Directors shall be carried out by the entire Board in the same way as it is done for other Directors of the Company. The interested Director shall not participate in the evaluation/s.

Based on the performance evaluation of each and every Director and the Chairman of the Company, the Committee shall provide the ratings based on each criterion.

Evaluation of Executive Director of the Company is done 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 year and the Company has disclosed the criteria laid down by the Nomination and Remuneration Committee for performance evaluation on its web site for the reference and also in the Annual Report of the Company.

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 60.00 Lacs when employed throughout the year and Rs 5.00 Lacs 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 2014-15. 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. 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 during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. None of such employees is a relative of any Director of the Company. None of such employees hold (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the Company.

Auditors:

(i) Statutory:

The Board of Directors of the Company has appointed K C Mehta & Co., Chartered Accountants (Registration No. FRN 106237W), Vadodara, as Statutory Auditors of the Company in place of VCA & Associates, Chartered Accountants, Vadodara, whose term of appointment expires at the conclusion of this Annual General Meeting. As required under the provisions of Section 139 of the Act, the Company has obtained written confirmation from K C Mehta & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section. Members are requested to appoint Statutory Auditors at this Meeting for five consecutive financial years i.e. from FY 2015-16 to FY 2019-20 and to fix their remuneration. Pursuant to the provisions of Section 139 of the Act, appointment of Statutory Auditors will be ratified by the Members at every AGM. Resolution at Sr. No. 5 of the Notice dated 22.05.2015 of 30th AGM is recommended for approval of the Members for the appointment of Statutory Auditors and to fix their remuneration.

The Auditors' Report to the Shareholder for the FY 2014- 15, issued by VCA Associates, Chartered Acccountants, Vadodara, Statutory Auditors of the Company for FY 2014- 15, does not contain any reservation, qualification or adverse remark.

(ii) Cost:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of "Electricity" are required to be audited. Accordingly, the Board of Directors, on the recomendation of the Audit Committee, has appointed Y S Thakar & Co., (Registration No. 000318) Vadodara, as Cost Auditor of the Company for the Financial Year 2015-16. Ordinary Resolution at Sr. No. 11 of the Notice dated 22.05.2015 of 30th AGM is recommended for ratification of the Members for the remuneration payable to Cost Auditors for the FY 2015-16.

(iii) Secretarial:

Pursuant to the enactment of the Companies Act, 2013, J J Gandhi & Co., Practicing Company Secretaries, Vadodara (CP No. 2515) have been appointed as Secretarial Auditor of the Company for the year 2014-15. Report of J J Gandhi & Co. for the Financial Year 2014-15 ended on 31st March, 2015 in the prescribed Form-MR 3 is annexed to this Report as Annexure 'B'. The Secretarial Auditor Report to the Shareholder for the FY 2014-15, does not contain any reservation, qualification or adverse remark.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed to this Report as "Annexure D".

Your Directors further state that during the year under review, there was no case reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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.

For and On behalf of the Board

Date: 23rd July, 2015. L. Chuaungo, IAS Place: Gandhinagar. Chairman

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Mar 31, 2014

The Members,

The Directors have pleasure to present the Twenty-Ninth Annual Report on the performance of your Company together with Audited Balance Sheet and Profit & Loss Account for the Financial Year ended 31st March, 2014 and the report of the Auditors thereon:

Financial Performance:

(Rs in Lacs) 2013-14 2012-13

Net Sales 1,37,104 1,40,701

Other Receipts 3,646 2,329

Exceptional Income 0 6,015

Total Expenditure 90,636 87,353

Gross Profit:(1 2 3-4) 50,114 61,692 (before deducting any of the following)

(a) Finance Cost 8,827 10,515

(b) Depreciation 15,551 15,823

(c) Provision for Deferred Tax 2,141 7,928

(d) Provision for Current Income Tax 4,416 7,067 (including MAT credit entitlement)

(e) Tax adjustment of earlier years 591 (1,529)

Net Profit: 18,588 21,888

Add : Balance brought forward from 7,145 7,181

Previous Year

TOTAL 25,733 29,069

Less: Appropriations :

(i) General Reserve 7,500 7,500

(ii) Expansion Reserve 5,000 10,000

(iii) Proposed Dividend On Equity 4,424 4,424 Shares (including Dividend Tax)

(iv) Carried to Balance Sheet 8,809 7,145

TOTAL 25,733 29,069

Dividend:

Your Directors are happy to recommend a Dividend of Rs 2.50 (Rs Two and Fifty NP) per share on 15,12,51,188 Equity Shares of Rs 10/- each fully paid up, for the year ended on 31st March, 2014. The total outgo on account of Dividend would be about Rs 4424.00 Lacs including Corporate Tax on Dividend. The Dividend, if approved by the shareholders at the ensuing 29th Annual General Meeting, shall be paid to all those Members, whose names appear on the Register of Members of the Company on the Books Closure Date i.e. on Tuesday 12th August, 2014.

OPERATIONS:

Vadodara Stations: Station – I (145 MW):

During the year under review, the Station generated 880.56 Million Units (MUs) at a Plant Load Factor (PLF) of 69.32% as against generation of 745.53 MUs at PLF of 58.69% during the preceding year. The Plant Availability Factor (PAF) was at 97.30% during the year under review as against 94.16% during the preceding year.

During the year under review, Hot Gas Path Inspection (HGPI) with Residual Life Assessment (RLA) of Gas Turbines (GT)-1 was carried out; Annual Inspection of Heat Recovery Steam Generator (HRSG) is also completed as per the schedule.

Station – II (165 MW):

During the year under review, the generation was 159.15 Million Units (MUs) at a Plant Load Factor (PLF) of 11.01% as against generation of 377.13 MUs at a PLF of 26.09% in the preceding year. The Plant Availability Factor (PAF) for the Station was higher at 99.63% for the year under review as against 94.26% during the preceding year.

During the year under review, Planned Shutdown of GT-4 and Annual Inspection of HRSG-4; were successfully completed.

During FY 2013-14 Vadodara Stations have earned Unscheduled Interchange (UI) Gain of Rs 15.72 Lacs.

Cumulative consistent efforts to operate plant auxiliaries at Optimum Level vis-à-vis Reduced PLF of Station-I & II have made it possible to achieve reduction in auxiliary consumption from 2.47% to 2.38% for the year under reference.

It is also heartening to note that despite the aging factor of main plant equipments, the operating parameters i.e. output and heat rate have been maintained due to proactive operation and maintenance practices and vigilant monitoring of the performance. The improved PAF for Station I & II for the year under review is the testimony of our commitment.

The lower PLF for Station-II is due to continuously depleting supply of domestic gas from Gail (India) Limited (GAIL) and RIL-Niko. The status of RIL''s imposition of full curtailment of gas supply from their KG D-6 field with effect from 1st March 2013 has remained unchanged, under Priority sector guidelines of Ministry of Power and Natural Gas (MoP&NG). The reduced generation is also on account of plant operation on partial

load and / or prolonged backing down of the plant by State Load Despatch Centre (SLDC) due to higher generation cost on imported R-LNG as fuel. However, continuous efforts are made to maintain optimum available supply of gas for the Stations. Currently, out of total gas requirements of 1.55 to 1.60 MMSCMD, 0.91 MMSCMD gas including R-LNG is tied up with GAIL and RIL-NIKO on long term basis. The remaining quantity is tied up with GAIL, Gujarat State Petroleum Corporation Ltd (GSPCL), and BPCL for supply of Spot gas on "as and when required" basis.

Long term agreement has been signed for supply of De- mineralized (DM) Water to Hettich India Pvt. Ltd., Vadodara. Long term agreement has been signed with Ishedu (Div. of Jayant Agro) for sharing the available spare capacity of infrastructure of Joint Water Supply Scheme (JWSS) of GIPCL and GACL. Services like Third Party Water Sample Analysis facilities on chargeable basis are also provided to interested parties.

During the year under review, implementation of various energy conservation jobs as well as new initiatives were undertaken. Major energy conservation and efficiency improvement measures by way of modification in various auxiliary equipments and redefining operational parameters have been successfully implemented as elaborated in the Annexure to this Report.

Your Directors are happy to inform that the Vadodara Stations have received National Award and Certificate consecutive for the second year for Excellence in Energy Management 2013 as an "ENERGY EFFICIENT UNIT" by Confederation of Indian Industries (CII).

Safety Performance:

The health and safety of all the employees is 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 working environment for the employees. The Company has been spending an appropriate and sufficient amount for the health and safety related activities. Constant efforts are made to maintain accident free operations at all the locations. Your Company has adopted a comprehensive Health and Safety policy under the Integrated Management System (IMS). Vadodara Plant successfully completed accident free operations for the entire 2013–14.

Surat Lignite Power Plant (SLPP): Phase I (2 x 125 MW Units 1 & 2) and Phase II (2 x 125 MW Units 3 & 4):

During the year under review, Phase–I generated 1488.481 Million Units (MUs) at a Plant Load Factor (PLF) of 67.97% as against 1836.595 MUs at a PLF of 83.86% during the preceding

year. Plant Availability Factor (PAF) was 83.95% as against 92.29% during the preceding year.

Commercial availability was at 67.44% against 83.65% during the preceding year.

During the year under review, Phase-II generated 1528.982 MUs at a PLF of 69.82% as against 1770.890 MUs at a PLF of 80.86% during the preceding year. PAF was 84.78% as against 90.79% during the preceding year. Commercial availability was at 72.47% against 86.94% during the preceding year.

Due to prolonged and heavy rainfall during the monsoon, lignite supply to SLPP got interrupted which affected generation during the second and third quarters of the year under review. However, after the monsoon, with timely and positive efforts, the supply of lignite was streamlined and plant performance in the fourth quarter got improved.

Your Directors are happy to inform that as a result of such efforts, Phase-I could achieve highest ever daily generation of 6.159 MUs (102.65% PLF) on 6th February, 2014.

Similarly, Phase-II could achieve its lowest ever monthly Auxiliary Power Consumption 11.54% in the month of March, 2014. Phase-II also achieved highest ever daily generation of 6.122 MUs (102.03% PLF) on 3rd February, 2014.

Your Directors are pleased to inform that SLPP earned Rs 63.84 Lacs on account of Unscheduled Interchange (UI) charges up to 26th January, 2014.

Constant endeavors are being made to improve the overall performance of the Station, including technology improvement and modifications. The required maintenance program for the upkeep of the Units was undertaken during the year under review.

Your Directors would like to inform that your Company has cancelled Letters of Intent (LoIs) for 2 x 300 MW SLPP Expansion Power Project (SLPP Station II) as the Party could not submit the Contract Performance Bank Guarantee (PBG) for the Project as per terms and conditions of EPC Tender and LoIs.

Mining:

Your Directors are happy to inform that the performance of the Mining Division remained good during the year under review. Total requirement of lignite was met from our captive Vastan Mine and Mangrol Mine. To meet the demand of all the four Units, sufficient quantity of Lignite has been stocked for the operations during the monsoon.

Your Directors are pleased to inform that the Vastan Limestone Mine has bagged two First Prizes viz. ''Health, Safety, Welfare, OH and Vocational Training'' and ''Publicity propaganda and

Fire fighting'' at the ''3rd Gujarat Metalliferous Mines Safety Week-2012'' celebrated under the aegis of Directorate General of Mines Safety (DGMS).

5 MW PV based Solar Power Plant:

During the year under review, 5 MW PV based Solar Power Plant at SLPP, has generated 7.403765 MUs with 16.90% PLF.

Environment Protection:

The Company recognizes Environment Management as an integral function of its operations. Towards this end, the Company has adopted appropriate technology for control of pollutants at source.

Vadodara Plant:

Your Directors are pleased to inform that the initiative taken by your company in 2012 for providing water as well as oil testing analysis services to interested parties on chargeable basis as a part of diversification of activities and optimization of use of available infrastructure and resources for increasing revenues has received encouraging response.

Your Company has also imposed total ban on using thermocol and plastic below 40 micron size packing material for all incoming goods. 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 has replaced internals of six fields (out of twelve fields) of Unit-I Electrostatic precipitator during the annual overhauling at a total expenditure of Rs 288.90 lacs to reduce suspended particulate matter (SPM) emission through stack / chimney.

Your company has replaced the online dust and opacity monitoring system of Units - I and II with a total expenditure was Rs 10.74 lacs for monitoring and maintaining the stack emission parameters.

Your company has planted 1927 nos. of saplings (more than 90% survival rate) in the Plant premises for better green coverage.

Expansion Plans:

Up to 300 MW Wind Power Project.

Your Directors would like to inform that your Company has invited offers through International Competitive Bidding (ICB) route for setting up an up to 300 MW Wind Power Project on turnkey Engineering, Procurement, Construction (EPC) basis. The bids received are under evaluation.

Accreditation for Integrated Management System (IMS) under ISO certifications:

Your Directors are pleased to inform that during the year under review your Company has successfully maintained standard guidelines for IMS covering ISO:9001:2008, ISO: 14001:2004 and OHSAS 18001:2007 certification for Quality Management System (QMS), Environment Management System (EMS) and Occupational Health and Safety Assessment Series (OHSAS) and ISO 50001:2011 for Energy Management System (EnMS) Certification for its Power Stations at Vadodara and SLPP. Your company is one of the first group of Power Plants to have implemented and obtained ISO 50001:2011 Certification. Surveillance Audit for all the standards have been successfully conducted and accredited by TUV India Ltd. in May, 2014.

Subsidiary:

Your Directors are happy to inform that during the year under review, the Company''s wholly owned subsidiary GIPCL Projects and Consultancy Company Limited (GIPCO) has continued to perform successfully in the growing but highly competitive service sector. The Company has offered trouble-shooting and expert services for O&M practice and spares management to different operating power plants.

The Company under Employee Excellence Enhancement (EEE) program conducted various training programs for Power Plant personnel and Engineering Students round the year. The training activity has received encouraging response from the energy sector.

Public Deposits:

During the year 2013-14, your Company has not accepted / renewed any Fixed Deposit. As at the date of this Report, there is No Deposit either unpaid / unclaimed or due for transfer to Investor Education and Protection Fund (IEPF).

Listing Agreement Compliance:

Equity Shares of your Company are listed on Bombay Stock Exchange Ltd. (BSE), National Stock Exchange of India Ltd. (NSE) and Vadodara Stock Exchange Ltd. (VSE) and their Listing Fees for the FY 2014-15 have been paid and the conditions of the Listing Agreement have been complied with.

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.

Energy Conservation and Technology Absorption:

Your Directors are pleased to inform that consecutive for the second year, Confederation of Indian Industries (CII) has conferred GIPCL, Vadodara Plant, a National Award as an "Energy Efficient Unit" for excellence in Energy Management – 2013.

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 Directors made judgment 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, 2014 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that the Annual Accounts have been prepared on a going concern basis.

Corporate Governance:

Your Company has been following good Corporate Governance practices and has complied with the requirements of Clause No. 49 of the Listing Agreement. A detailed report on Corporate Governance along with Certificate dated 1st July, 2014 issued by Practicing Company Secretay is annexed forming part of this Report.

Management Discussion and Analysis:

A report on Management Discussion and Analysis dealing with Business Operations and Performance, Research and Development, Expansion Project, Safety and Environment, Human Resource Development, Corporate Social Responsibility etc. is annexed forming part of this Report.

Directors:

Shri Raj Gopal, IAS, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Pursuant to the provisions of Sections 149, 152 read with Schedule IV of the Companies Act, 2013 (the Act) and amended Clause 49 of the Listing Agreement, your Directors recommend for your approval at the ensuing Annual General Meeting, appointment of Prof. Shekhar Chaudhuri, Prof. K M Joshi and Dr. P K Das, IAS (Retd.), as Independent Directors, to hold office for one year from the conclusion of this Annual General Meeting till the conclusion of next AGM.

During the year, Shri A K Dalvi, General Manager (O&ES), was nominated as Director on the Board of Directors of the Company by GACL vice Shri M S Dagur, IAS.

The Board places on record its sincere appreciation for the valuable guidance and support extended by Shri M S Dagur, IAS, during his tenure as Director of the Company.

Your Directors recommend for your approval appointment/ reappointment of Directors as stated above at the ensuing Annual General Meeting.

Particulars of Employees:

The information, as required under Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended and notification number G.S.R 289(E) dated 31st March, 2011 is not applicable since no Employee was paid remuneration during the year in excess of limits prescribed there under i.e. Rs 60.00 Lacs when employed throughout the year and Rs 5.00 Lacs 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 2013-14.

Auditors:

Internal:

K. N. Mehta & Co., Chartered Accountants, Vadodara, was Internal Auditors of the Company for the Financial Years 2009-10 to 2013-14. Following the principles of Corporate Governance, the Company keeps changing the firm so appointed in a period of three to five years. Accordingly, after following due process of selection, Vijay Tewar & Company, Chartered Accountants, Vadodara, has been appointed as Internal Auditors of the Company for the Financial Year 2014-15. The Audit Committee of Directors periodically reviews the reports of the Internal Auditors.

Statutory:

VCA & Associates, Chartered Accountants, Vadodara, retire and are eligible for reappointment. You are requested to appoint Statutory Auditors at this meeting till the conclusion of the next Annual General Meeting of the Company and to fix their remuneration.

Cost:

The Government of India, Ministry of Finance has issued Cost Audit Order under Section 233(B) of the Companies Act, 1956 to appoint Cost Auditor to audit the Cost records maintained by the Company in respect of "Electricity". Accordingly, the Board of Directors has appointed Y S Thakar & Co., Vadodara, as Cost Auditor of the Company for the Financial Year 2014-15. Approval of the Central Government to their appointment as Cost Auditor of the Company has been received.

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.

For and On behalf of the Board

Date: 4th July, 2014. D J Pandian, IAS Place: Gandhinagar. Chairman

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Mar 31, 2013

To The Members,

The Directors have pleasure to present the Twenty- Eighth Annual Report on the performance of your Company together with Audited Balance Sheet and Profit & Loss Account for the Financial Year ended 31st March, 2013 and the report of the Auditors thereon:

Financial Performance:

(Rs. in Lacs)

2012-13 2011-12

1. Net Sales 1,40,701 1,29,099

2. Other Receipts 2,329 1,493

3. Exceptional Income 6,015 0

4. Total Expenditure 87,353 87,673

5. Gross Profit: (1 2 3 - 4) 61,692 42,919 (before deducting any of the following)

(a) Finance Cost 10,515 11,893

(b) Depreciation 15,823 16,869

(c) Provision for Deferred Tax 7,928 (502)

(d) Provision for Current Income Tax 7,067 2,822

(e) Tax adjustment of earlier years (1,529) 1

6. Net Profit: 21,888 11,836

Add : Balance brought forward 7,181 12,240 from Previous Year

TOTAL 29,069 24,076

7. Less: Appropriations:

(i) General Reserve 7,500 5,000

(ii) Expansion Reserve 10,000 7,500

(iii) Proposed Dividend On Equity 4,424 4,395

Shares (including Dividend Tax)

(iv) Carried to Balance Sheet 7,145 7,181

TOTAL 29,069 24,076

Dividend:

Your Directors are happy to recommend a Dividend of Rs. 2.50 per share on 15,12,51,188 Equity Shares of Rs. 10/- each fully paid up, for the year ended on 31st March, 2013. The total outgo on account of Dividend would be about Rs. 4,424.00 Lacs including Corporate Tax on Dividend. The Dividend, if approved by the shareholders at the ensuing 28th Annual General Meeting, shall be paid to all those Members, whose names appear on the Register of Members of the Company on the Books Closure Date i.e. on 3rd, September, 2013.

OPERATIONS:

Vadodara Station – I (145 MW):

During the year the Station generated 745.527 Million Units (MUs) at a Plant Load Factor (PLF) of 58.69% as against generation of 833.650 MUs at PLF of 65.45% during the preceding year. The Plant Availability Factor (PAF) was at 93.34% during the year under review as against 97.73% during the preceding year.

During the year under review, Combustion Inspection of Gas Turbines (GT)-1; Annual Inspection of Heat Recovery Steam Generator (HRSG)-1, 2 & 3 and major overhauling of Steam Turbine Generator (STG)-1and Auxiliary were successfully completed during annual planned shut downs. Achieved improved Heat Rate by 30 Kcal / kWh.

Vadodara Station – II (165 MW):

During the year under review the generation was 377.130 MUs at a PLF of 26.09% as against generation of 668.739 MUs at a PLF of 46.14% in the preceding year. The PAF for the Station was higher at 94.26% for the year under review as against 91.65% during the preceding year.

During the year under review, GT-4 and Annual Inspection of HRSG-4; were successfully completed during annual planned shut downs.

Your Directors are happy to inform that during FY 2012-13 Vadodara Stations have earned Unscheduled Interchange (UI) gain of Rs. 122.79 Lacs.

The lower PLF is due to continuously depleting supply of domestic gas from GAIL and RIL-Niko. RIL has imposed full curtailment of gas supply from their KG D-6 field with effect from 1st March 2013, under Priority sector guidelines of MoPNG. The curtailment is attributed to drastic reduction of production of gas from the field. The reduced generation is also on account of plant operation on partial load and/ or prolonged backing down of the plant by State Load Dispatch Centre due to higher generation cost on imported R-LNG fuel. However, continuous efforts are made to maintain optimum available supply of gas for the Stations at Vadodara. Currently, out of total gas requirements of 1.55 to 1.60 MMSCMD for Vadodara Stations, 0.98 MMSCMD gas including R-LNG is tied up with GAIL (India) Ltd. and RIL-Niko on long term basis. The remaining quantity is tied up with Gujarat State Petroleum Corporation Ltd. (GSPCL), GAIL and BPCL for supply of Spot gas on "as and when required" basis.

Your Company is continuosly taking measures to earn revenue through optimized use of available infrastructure. Long term agreement has been signed with M/s. Hettich India Pvt. Ltd., Vadodara, for supply of De-mineralized (DM) Water and started Third Party Water Sample Analysis on chargeable basis.

During the year under review, Statutory Energy Audit, implementation of various energy conservation jobs as well as new initiatives were undertaken. Major energy conservation and efficiency improvement measures by way of modification in various auxiliary equipments and redefining operational parameters have been successfully implemented as elaborated in the Annexure to this Report.

Your Directors are happy to inform that the Vadodara Stations have been awarded the Winner''s Trophy for ''Good House Keeping'' for the year 2012-13 by Baroda Productivity Council.

Safety Performance:

The health and safety of all the employees and workers is 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 working environment for the employees and workers. The Company is exclusively spending an appropriate and sufficient amount for the health and safety related activities. Constant efforts are made to maintain accident free operations at all the locations. Your Company has adopted a comprehensive Health and Safety policy under the Integrated Management System (IMS). Vadodara Plant successfully completed accident free operations for the entire 2012–13.

Surat Lignite Power Plant (SLPP):

Phase I (2 x 125 MW Units 1 & 2):

During the year under review, Phase–I generated 1836.595 MUs at a PLF of 83.86% as against 1475.794 MUs at a PLF of 67.20% during the previous year i.e. FY 2011-12. PAF was 92.29% as against 75.21% during the previous year.

Commercial availability was 83.65% against 65.85% during the corresponding period of last year.

Your Directors are happy to inform that 2x125 MW Phase-I achieved highest ever availability of 91.88% and 92.71% respectively during the year under review. Unit-2 achieved lowest ever specific DM water consumption (1.08% MCR).

Phase II (2 x 125 MW Units 3 & 4):

During the year under review, Phase-II generated 1770.890 MUs at a PLF of 80.86% as against 1452.799 MUs at a PLF of 66.16% during the previous year. PAF was 90.79% as against 73.61% during previous year. Commercial availability was 86.94% against 65.98% during the corresponding period of last year.

Your Directors are pleased to inform that during the year under review, Phase-II achieved highest ever Generation, PLF and Availability.

Your Directors are pleased to inform that SLPP earned Rs. 587.24 Lacs on account of Unscheduled Interchange (UI) charges up to 31st March, 2013 and has also achieved lowest ever specific oil consumption during the year under review (0.656 ml/kwh).

Constant endeavors are being made to improve the overall performance of the Station, including technology improvement and modifications. The required maintenance program for the upkeep of the Units was undertaken during the year under review.

Mining:

Your Directors are happy to inform that the performance of the Mining Division remained very good during the year under review. Total requirement of lignite was met from our captive Vastan Mine and Mangrol Mine and Limestone from Vastan Mine. To meet the demand of all the four Units, sufficient quantity of Lignite has been stocked for the operations during the monsoon.

Your Directors are happy to inform that during the year under review, Mangrol Mines have supplied highest ever 24,03,829 MT of lignite to Surat Lignite Power Plant (SLPP).

The Vastan Lignite Mine supplied 9,21,963 MT and 2,11,515 MT of lignite and limestone respectively during the year under review.

Your Directors are pleased to inform that the Vastan Limestone Mine has bagged two First Prizes viz. ''Health, Safety, Welfare, OH and Vocational Training'' and ''Publicity propaganda and Fire fighting'' at the ''3rd Gujarat Metalliferous Mines Safety Week- 2012'' celebrated under the aegis of Directorate General of Mines Safety (DGMS).

5 MW PV based Solar Power Plant:

Your Directors are happy to inform that the Solar Power Plant, successfully commissioned at SLPP in the last quarter of preceding year to promote Green Energy under the Government of Gujarat (GoG) Solar Policy, 2009, generated 7.620420 MUs with 17.40% PLF during the year under review.

Environmental Protection:

The Company recognizes Environment Management as an integral function of the operation. Towards this end, the Company has adopted appropriate technology for control of pollutants at source.

Vadodara Plant:

The Company has installed on-line flow meter and

pH meter for better control over quality of discharge of effluent as per the guidelines of the State Pollution Control Board.

Your Directors are pleased to inform that your Company has started providing water as well as oil testing and analysis services to interested parties on chargeable basis as a part of diversification of activities and optimization of use of available infrastructure and resources for increasing revenues.

Your Company has also imposed total ban on using thermocol and plastic below 40 micron size packing material for all incoming goods. Disposal of e-waste generated has been arranged through Central Government approved vendors.

Expansion Plans:

SLPP, Station – II: 2x300 MW Power Project

Your Directors are pleased to inform that your Company is also in the process of setting up a 2 x 300 MW Thermal Power Project (SLPP Station II) based on Circulating Fluidised Bed Combustion (CFBC) technology including development of a captive lignite mine thus increasing the generating capacity of SLPP to 1100 MW.

The Bids were invited through International Competitive Bid (ICB) route for the said Project. After Bids evaluation, Letter of Intent (LoI) has been issued to successful Bidder, M/s. Lanco Infratech Limited.

Accreditation for Integrated Management System (IMS) under ISO certifications:

Your Directors are pleased to inform that during the year under review your Company has successfully obtained ISO 50001:2011 for Energy Management System (EnMS) Certification for its Power Stations at Vadodara and SLPP. Your Company is one of the first group of Power Plants to have implemented and obtained ISO 50001: 2011 Certification. Your Company has also maintained standard guidelines for IMS covering ISO:9001:2008, ISO: 14001:2004 and OHSAS 18001:2007 certification for Quality Management System (QMS), Environment Management System (EMS) and Occupational Health and Safety Assessment Series (OHSAS). Re certification of IMS including EnMS has been accredited by M/s. TUV India Ltd. in May, 2013.

Subsidiary:

Your Directors are happy to inform that during the year under review, your Company has forayed in to fast growing Service Sector by incorporating GIPCL Projects and Consultancy Company Limited, a wholly owned Subsidiary Company. The Certificate of Incorporation and the Certificate of Commencement of Business were issued by the Registrar of Companies, Gujarat, (RoC) on 30th August, 2012 and 08th October, 2012 respectively.

The consolidated financial statements presented by the Company include financial information of its Subsidiary prepared in accordance with the applicable Accounting Standards. In accordance with the exemption granted vide General Circular No. 5/12/ 2007-CL-III dated 8th February, 2011, by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary company are not being attached with the Balance Sheet of the Company. However, the financial information of the Subsidiary company is disclosed in this Annual Report in compliance with the said Circular. The Company will make available the Annual Accounts and the related detailed information of the Subsidiary to any member of the Company as well as the member of Subsidiary, who may be interested in obtaining the same. The Annual Accounts of the Subsidiary will also be kept open for inspection at the Registered Office of the Company as well as the Registered Office of the Subsidiary at Vadodara. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Company.

Public Deposits:

During the year 2012-13, your Company has not accepted/renewed any Fixed Deposit. As at the end of the preceding financial year i.e. FY 2011-12, five Deposits aggregating to Rs. 80,000/- were unclaimed. The said Deposits were due for transfer to the Investors Education & Protection Fund (IEPF) during the year under review i.e. FY 2012-13 and have been accordingly transferred on due date(s). As at the date of this report, there are No Deposits, either unpaid / unclaimed or due for transfer to IEPF.

Listing Agreement Compliance:

Equity Shares of your Company are listed on Bombay Stock Exchange Ltd. (BSE), National Stock Exchange of India Ltd. (NSE) and Vadodara Stock Exchange Ltd. (VSE) and their Listing Fees for the FY 2013-14 have been paid and the conditions of the Listing Agreement have been complied with.

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.

Energy Conservation and Technology Absorption:

Pursuant to the provisions of Section 217(1)(e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, required information is given in Annexure-I forming part of this Report.

Your Directors are pleased to inform that Confederation of Indian Industries (CII) has conferred GIPCL Vadodara Stations a National Award as an "Energy Efficient Unit" for excellence in Energy Management – 2012.

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 Directors made judgment 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, 2013 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that the Annual Accounts have been prepared on a going concern basis.

Corporate Governance:

Your Company has been following good Corporate Governance practices and has complied with the requirements of Clause No. 49 of the Listing Agreement. A detailed report on Corporate Governance along with Certificate dated 27th May, 2013, issued by Practicing Company Secretaries is annexed forming part of this Report.

Management Discussion and Analysis:

A report on Management Discussion and Analysis dealing with Business Operations and Performance, Research and Development, Expansion Project, Safety and Environment, Human Resource Developments, Corporate Social Responsibility etc. is annexed forming part of this Report.

Directors:

Prof. K.M. Joshi and Shri M.S.Dagur, IAS, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors recommend for your approval reappointment of Prof. K.M. Joshi and Shri M.S.Dagur, IAS, as rotational Directors at the ensuing Annual General Meeting.

Particulars of Employees:

The information, as required under Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended and Notification number G.S.R 289(E) dated 31st March, 2011 is not applicable since no Employee was paid remuneration during the year in excess of limits prescribed there under i.e. Rs. 60.00 Lacs when employed throughout the year and Rs. 5.00 Lacs 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 2012-13.

Auditors:

Internal:

M/s. K. N. Mehta & Co., Chartered Accountants, Vadodara, has been appointed as Internal Auditors of the Company for the Financial Year 2013-14. The Audit Committee of Directors periodically reviews the reports of the Internal Auditors.

Statutory:

M/s. VCA & Associates, Chartered Accountants, Vadodara, retire and are eligible for reappointment. You are requested to appoint Statutory Auditors at this meeting till the conclusion of next Annual General Meeting and to fix their remuneration.

Cost:

The Government of India, Ministry of Finance has issued Cost Audit Order under Section 233(B) of the Companies Act, 1956 to appoint Cost Auditor to audit the Cost records maintained by the Company in respect of "Electricity". Accordingly, the Board of Directors has appointed M/s. Y S Thakar & Co., Vadodara, as Cost Auditor of the Company for the Financial Year 2013-14. Approval of the Central Government to their appointment as Cost Auditor of the Company has already been received.

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.

For and On behalf of the Board

Sd/-

Date : 3rd August, 2013. D.J. Pandian, IAS

Place : Gandhinagar. Chairman

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Mar 31, 2012

The Directors have pleasure to present the Twenty-Seventh Annual Report on the performance of your Company together with Audited Balance Sheet and Profit & Loss Account for the Financial Year ended 31st March, 2012 and the report of the Auditors thereon:

Financial Performance:

(Rs. in Lacs)

2011-12 2010-11

1. Net Sales 1,29,099 1,07,795

2. Other Receipts 1,493 1,553

3. Total Expenditure 87,673 77,572

4. Gross Profit : ( 1 2-3) 42,919 31,776 (before deducting any of the following)

11,893 7,160

(a) Finance Cost

16,869 12,508

(b) Depreciation (502) (2,983)

(c) Provision for Deferred Tax

2,822 2,415

(d) Provision for Current Income Tax

1 (3,619)

(e) Tax adjustment of earlier years

5. Net Profit: 11,836 16,295

Add : Balance brought forward 12,240 10,340 from Previous Year

TOTAL 24,076 26,635

6. Less: Appropriations :

(ii) General Reserve 5,000 3,000

(iii) Expansion Reserve 7,500 7,000

(iv) Proposed Dividend On Equity 4,395 4,395 Shares (including Dividend Tax)

(iv) Carried to Balance Sheet 7,181 12,240

TOTAL 24,076 26,635

Dividend

Your Directors are happy to recommend a Dividend of Rs. 2.50 per share on 15,12,51,188 Equity Shares of Rs. 10/- each fully paid up, for the year ended on 31st March, 2012. The total outgo on account of Dividend would be about Rs. 4395.00 Lacs including Corporate Tax on Dividend. The Dividend, if approved by the shareholders at the ensuing 27th Annual General Meeting, shall be paid to all those Members, whose names shall appear on the Register of Members of the Company on the Books Closure Date i.e. on Friday, 21st September, 2012.

OPERATIONS :

Vadodara Station – I (145 MW) :

During the year the Station generated 833.65 Million Units (MUs) at a Plant Load Factor (PLF) of 65.45% as against generation of 1017.46 MUs at PLF of 80.10% during the preceding year. The Plant Availability Factor (PAF) was at 97.73% during the year under review as against 94.72% during the preceding year.

The lower PLF achieved during the year is mainly due to considerable reduction in supply of Domestic gas (APM gas) from GAIL. Increasing price of Spot R-LNG has resulted in increased generation cost, leading to reduction in drawl of power by all the Constituents and also backing down of machine(s).

All planned shut downs including Hot Gas Path Inspection of GT-3 were completed during the year under review.

Vadodara Station – II (165 MW) :

During the year under review the generation was 668.74MUs at a PLF of 46.16% as against generation of 843.55 MUs at a PLF of 58.36% in the preceding year. Residual Life Assessment (RLA) Study of HRSG#4 was carried out on completion of one lakh operating hours of the Station. The PAF for the Station was also higher at 91.65% for the year under review as against 89.21% during the preceding year.

The PLF achieved from Vadodara Station was considerably lower as compared to preceding year mainly on account of reduction in supply of domestic gas i.e. from GAIL's onshore / offshore fields & RIL-Niko's KG D6 field, increasing cost of Imported Spot gas and also due to backing down of the Plant as per Grid Demand.

Your Directors are pleased to inform that your Company has been making all possible efforts to maintain adequate supply of gas for the gas based Power Stations at Vadodara. Currently out of total gas requirements of 1.55 to 1.60 MMSCMD for Vadodara Stations, 0.98 MMSCMD is tied up with GAIL (India) Ltd. including R-LNG and RIL-NIKO on long term basis. The remaining quantity is tied up with Gujarat State Petroleum Corporation Ltd. (GSPCL) and GAIL for supply of Spot gas on "as and when required" basis.

Your Directors are happy to inform that for optimum utilization of the available capacity and pipeline network of Joint Water Supply Scheme - JWSS - with GACL, your Company has started service of sharing this spareable capacity to other neighboring Industries from June 2011, on payment of charges.

Further, in order to optimally utilize available capacity of De-mineralized Water (DM Water) Plant at Vadodara, your Company has taken initiative of supplying DM Water to interested parties on chargeable basis.

During the year under review major energy conservation and efficiency improvement measures by way of modification in various auxiliaries and redefining operational parameters have been successfully implemented as elaborated in the Annexure to this Report.

Safety Performance :

The health and safety of all the employees is 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 working environment for the employees. The Company is exclusively spending an appropriate and sufficient amount for the health and safety related activities. Constant efforts are made to maintain accident free operations at all the locations. Your Company has adopted a comprehensive Health and Safety policy under the Integrated Management System (IMS).

Surat Lignite Power Plant (SLPP) :

Phase I (2 x 125 MW Units 1 & 2) :

During the year under review, Unit – 1 suffered from unexpected and unusual forced outage for a total period of ninety six days due to major failure of the Rotor. This resulted into lower generation by Phase-I i.e. 1475.794 MUs at a PLF of 67.20% as against 1743.79 MUs at a PLF of 79.63% during the preceding year. During this outage period, various jobs related to annual overhaul have been carried out by advancing annual planned shutdown schedule which would result in higher availability of the Unit in the next financial year. After total repair works, this Unit has started generating w.e.f. 6.4.2012 and the performance is very satisfactory.

Phase II (2 x 125 MW Units 3 & 4) :

After commencing operations in April, 2010, various initial teething problems have been satisfactorily resolved during the year under review. As a result, Phase-II achieved higher generation of 1452.80 MUs at a PLF of 66.16% as against 874.34

MUs at a PLF of 42.55% of the preceding year. Your Directors wish to inform that SLPP would now be able to give much better performance during the coming years.

Constant endeavors are being made to improve the overall performance of the Station, including technology improvement and modifications. The required maintenance programme for the upkeep of the Units was undertaken during the year under review.

Mining :

Your Directors are happy to inform that the performance of the Mining Division remained very good during the year under review. Total requirement of lignite was met from our captive Vastan Mine and Mangrol Mine and Limestone from Vastan Mine. To meet the demand of all the four Units, sufficient quantity of Lignite has been stocked for the operations during monsoon. During the year under review, Mangrol Mine has supplied 13,30,182 MT of lignite to the Power Plant.

Your Directors are happy to inform that the total quantity of lignite and limestone mined from Vastan Lignite Mine during the year under review was 17,11,954 MT and 2,18,464 MT respectively, which is an all time record.

5 MW PV based Solar Power Plant :

Your Directors are happy to inform that your Company has forayed in promoting Green Energy under Government of Gujarat (GoG) Solar Policy 2009 – a step towards control of carbon emission – by successfully commissioning a 5 MW PV based Solar Power Plant at SLPP on 27th January, 2012 i.e. within 7 months of selection of the Site.

The Solar Power Plant has generated 1528.54 MW (1.52854 MUs) till 31st March, 2012.

Environmental Protection :

The Company recognizes Environment Management as an integral function of the operation. Towards this end, your Company has adopted appropriate technology for control of pollutants at source.

Vadodara Plant :

The Company has installed on-line flow meter and pH meter for better control over discharge of effluent as per the guidelines of the State Pollution Control Board.

Additional pH meters have also been installed at strategic places for optimum usage of chemicals in cooling water system.

Your Company has also imposed total ban on using thermocol and plastic below 40 micron size packing material for all incoming goods.

Disposal of e-waste generated has been arranged through Central Government approved vendors. This is as per recently issued guidelines by MoEF-GoI for protection of environment and land contamination.

Expansion Plans :

SLPP, Station – II: 2x250 MW 20% Power Project

Your Directors are pleased to inform that your Company is also in the process of setting up a 2 x 250 MW ( 20%) thermal Power Project (SLPP Station II) based on Circulating Fluidised Bed Combustion (CFBC) technology including development of a captive lignite mine thus increasing the generating capacity of SLPP to 1000 MW plus.

The Bids have been invited through International Competitive Bid (ICB) route for the said Project. The Bids received are under evaluation.

Accreditation for Integrated Management System (IMS) under ISO certifications :

Your Directors are pleased to inform that during the year under review your Company has successfully maintained standard guidelines for IMS covering ISO:9001:2008, ISO: 14001:2004 and OHSAS 18001:2007 certification for Quality Management System (QMS), Environment Management System (EMS) and Occupational Health and Safety Assessment Series (OHSAS) for its Power Stations at Vadodara and SLPP and has achieved renewal of the Certification by M/s. TUV India Ltd.

Public Deposits :

During the year 2011-12, your Company has not accepted/ renewed any Fixed Deposit. The Company has repaid on time all claimed Deposits along with Interest up to the due date. As at the date of this report five Deposits aggregating to Rs. 80,000/- have remained un-encashed/unclaimed.

Listing Agreement Compliance :

Equity Shares of your Company are listed on Bombay Stock Exchange Ltd. (BSE), National Stock Exchange of India Ltd. (NSE) and Vadodara Stock Exchange Ltd. (VSE) and their Listing Fees for the FY 2012-13 have been paid and the conditions of the Listing Agreement have been complied with.

Insurance :

All 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.

Energy Conversation and Technology Absorption :

Pursuant to the provisions of Section 217(1)(e) of the Companies

Act,1956 read with the Companies (Disclosures of Particulars in the report of the Board of Directors) Rules, 1988, required information is given in Annexure-I forming part of this Report.

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 Directors made judgment 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, 2012 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that the Annual Accounts have been prepared on a going concern basis.

Corporate Governance :

Your Company has been following good Corporate Governance practices and has complied with the requirements of Clause No. 49 of the Listing Agreement. A detailed report on Corporate Governance along with Certificate dated 30th May, 2012 issued by Practicing Company Secretary is annexed forming part of this Report.

Management Discussion and Analysis :

A report on Management Discussion and Analysis dealing with Business Operations and Performance, Research and Development, Expansion Project, Safety and Environment, Human Resource Developments, Corporate Social Responsibility etc. is annexed forming part of this Report.

Directors :

Prof. Shekhar Chaudhuri and Shri H. R. Brahmbhatt, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Shri P H Rana, ceased to be Director w.e.f. 21st October, 2011 consequent to his resignation as Nominee Director of Gujarat Urja Vikas Nigam Ltd. (GUVNL).

Your Directors place on record their deep appreciation for the vision and leadership provided by Shri P H Rana during his tenure as Director of the Company.

Shri Mukesh Puri, IAS was appointed as Nominee Director of GUVNL w.e.f. 21st October, 2011 vice Shri P H Rana. Vide letter dated 04th July, 2012, nomination of Shri Mukesh Puri, IAS was withdrawn and Shri Raj Gopal, IAS has been nominated as Director representing GUVNL w.e.f. 5th July, 2012 vice Shri Mukesh Puri, IAS.

Your Directors place on record their deep appreciation for the vision and leadership provided by Shri Mukesh Puri, IAS during his tenure as Director of the Company.

Shri D C Jain has been nominated by IDBI Bank Ltd. as a Director on the Board of Directors of the Company in place of Shri G A Tadas, w.e.f. 28th May, 2012.

Your Directors place on record their deep appreciation for the vision and leadership provided by Shri G A Tadas during his tenure as Director of the Company.

Shri H. R. Brahmbhatt has been nominated by Gujarat State Fertilizers and Chemicals Limited (GSFC) as a Director on the Board of Directors of the Company in place of Shri Atanu Chakraborty, IAS, w.e.f. 17th August, 2012.

Your Directors place on record their deep appreciation for the vision and leadership provided by Shri Atanu Chakraborty, IAS, during his tenure as Director of the Company.

Your Directors recommend for your approval reappointment of Prof. Shekhar Chaudhuri and Shri H. R. Brahmbhatt as rotational Directors at the ensuing Annual General Meeting.

Particulars of Employees :

The information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended and Notification No. G.S.R 289(E) dated 31st March, 2011 is not applicable since no Employee was paid remuneration during the year under review in excess of limits prescribed there under i.e. Rs. 60.00 Lacs when employed throughout the year and Rs. 5.00 Lacs when employed for part of the year. Further, there was no employee holding 2% or more of the equity shares of the Company during 2011-12.

Auditors :

(i) Internal:

M/s. K. N. Mehta & Co., Chartered Accountants, Vadodara, has been appointed as Internal Auditors of the Company for the Financial Year 2012-13. The Audit Committee of Directors periodically reviews the reports of the Internal Auditors.

(ii) Statutory:

M/s. VCA & Associates, Chartered Accountants, Vadodara, retire and are eligible for reappointment. You are requested to appoint Statutory Auditors and to fix their remuneration.

(iii) Cost:

The Government of India, Ministry of Finance has issued Cost Audit Order under Section 233(B) of the Companies Act, 1956 to appoint Cost Auditor to audit the Cost records maintained by the Company in respect of "Electricity". Accordingly, the Board of Directors has appointed M/s. Kailash Sankhlecha & Associates, Vadodara, as Cost Auditor of the Company for the Financial Year 2012-13. Approval of the Central Government to their appointment as Cost Auditor of the Company is in process.

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.

For and On behalf of the Board

Date : 17th August, 2012. D J Pandian, IAS

Place : Gandhinagar. Chairman

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Mar 31, 2011

The Members,

The Directors have pleasure to present the Twenty- Sixth Annual Report on the performance of your Company together with Audited Balance Sheet and Profit & Loss Account for the Financial Year ended 31st March, 2011 and the report of the Auditors thereon:

Financial Performance:

(Rs. in Lacs)

2010-11 2009-10

1. Net Sales 1,07,795 93,912

2. Other Receipts 1,553 1,353

3. Total Expenditure 77,698 72,000

4. Gross Profit : (1 2-3) 31,650 23,266 (before deducting any of the following)

(a) Interest 7,034 1,624

(b) Depreciation 12,508 8,804

(c) Provision for Deferred Tax (2,983) (324)

(d) Provision for Current 2,415 2,220 Income Tax

(e) Tax adjustment of earlier years (3,619) 263

5. Net Profit 16,295 10,678

Add: Balance brought forward 10,340 10,071 from Previous Year

26,635 20,749

6. Appropriations :

General Reserve 3,000 2,000

Expansion Reserve 7,000 4,000

Proposed Dividend 4,395 4,409 (including Dividend Tax)

Carried to Balance Sheet 12,240 10,340

TOTAL 26,635 20,749

Dividend

Your Directors are happy to recommend a Dividend of Rs. 2.50 per share (i.e.@ 25%) on 15,12,51,188 Equity Shares of Rs.10/- each fully paid up, for the year ended on 31st March, 2011. The total outgo on account of Dividend shall be about Rs. 4395.00 Lacs including Corporate Tax on Dividend. The Dividend, if approved by the shareholders at the ensuing 26th Annual General Meeting, shall be paid to all those Members, whose names shall appear on the Register of Members of the Company on the Books Closure Date i.e. on Tuesday, the 13th September, 2011.

OPERATIONS:

Vadodara Station – I (145 MW CCPP):

Your Directors are happy to inform that Gas Based Station-I at Vadodara achieved Plant Load Factor (PLF) of 80.10% for the year under review.

During the year under review the Station generated 1017.46 Million Units (MUs) at a PLF of 80.10% as compared to 1204.73 MUs at a PLF of 94.85% in the preceding year. Planned shut downs including the major inspection of GT 2 were taken during the year. The Plant Availability Factor (PAF) was maintained at 94.72% during the year.

Vadodara Station – II (165 MW CCPP):

During the year under review the Station generated 843.55 MUs at a PLF of 58.36% (Commercial PLF of 81.7%) as compared to 1064.38 MUs at a PLF of 73.64% in the preceding year. The Station has undergone scheduled overhaul during the year under review. The Station had PAF of 89.21% for the year. The PLF achieved was considerably lower as compared to preceding year mainly on account of shortage of gas from RIL-Niko’s KG D6 field and also due to backing down of the Plant as per Grid demand.

Your Directors are pleased to inform that your Company has been making all possible efforts to tie up adequate supply of gas for the gas based Power Stations at

Vadodara. Currently out of total gas requirements of 1.55 to 1.60 MMSCMD for Vadodara Stations, 1.01 MMSCMD is tied up with GAIL (India) Ltd. (GAIL) and RIL -Niko on firm long term basis. The remaining quantity is tied up with Gujarat State Petroleum Corporation Ltd (GSPCL) and GAIL for supply of Spot gas on "as and when required" basis.

During the year under review major energy conservation and efficiency improvement measures by way of modification in various auxiliaries and redefining operational parameters have been successfully implemented.

Safety Performance:

The health and safety of all the employees is prime concern of the Company. Your Company is making sincere and committed efforts to maintain the safety of plant equipment and creating a safe and healthy working environment for the employees. The Company is exclusively spending approx. Rs. 19.00 Lacs for the health and safety related activities. Constant efforts are made to maintain accident free operations at all the locations. Your Company has adopted a comprehensive Health and Safety policy under the Integrated Management System (IMS).

Surat Lignite Power Plant (SLPP):

Phase I of the Station achieved a PLF of 79.63% with generation of 1743.79 MUs as compared to 1826.75 MUs at a PLF of 83.41% in the preceding year.

Constant endeavors are being made to improve the overall performance of the Stations, including technology improvement and modifications. The required maintenance programme for upkeep of the Units was undertaken during the year under review.

Mining:

Your Directors are happy to inform that the performance of Mining Division remained very good during the year under review. Total quantity of lignite was met from our captive Vastan Mine and Mangrol Mine and Limestone from Vastan Mine. To meet the demand of Units 3 & 4 of SLPP Expansion, Lignite production of Mangrol Mine was also started from 22nd May 2010 and sufficient quantity of Lignite has been stocked for the operations of Phase II Expansion Project - Units 3 and 4 - during monsoon. During the year under review, total overburden removal in Mangrol Mine was 15.23 Million CuM and has supplied 6.77 Lac tonnes of lignite.

Your Directors are happy to inform that the total quantity of lignite and limestone mined from Vastan Lignite Mine during the year under review was 18.42 lac te and 1.68 lac te respectively, which is an all time record.

Expansion Plans:

SLPP Station-I, Phase II : 2x125 MW (Unit-3 & 4) Expansion Project

Unit-3

Your Directors are happy to inform that Unit-3 of 2x125 MW Expansion Project –pending its Performance Guarantee test was declared commercially available to the State grid in terms of Power Purchase Agreement (PPA) with Gujarat Urja Vikas Nigam Ltd. (GUVNL) from 19th April, 2010 and has been supplying power to the State grid in accordance with PPA. Unit-3 has been capitalized in the books of accounts of the Company during 2010-11.

Unit -4

Your Directors are happy to inform that Unit 4 of 2x125 MW Expansion Project - pending its Performance Guarantee test was also declared commercially available to the State grid in terms of PPA with GUVNL from 28th April, 2010 and has been supplying power to the State grid in accordance with PPA. Unit-4 has been capitalized in the books of accounts of the Company during 2010-11.

Thus Phase II of the Station commenced its operations during April 2010 and generated 874.34 MUs at a PLF of 42.55%. The PAF was maintained at 60.89%. The Station is in the process of stabilized operations.

SLPP Station –II: 2x250 MW 20% Power Project

Your Directors are pleased to inform that your Company is also in the process of setting up a 2 x 250 MW ( 20%) thermal Power Project (SLPP Station II) based on Circulating Fluidised Bed Combustion (CFBC) technology including development of a captive lignite mine thus increasing the generating capacity of SLPP to 1000 MW Plus.

The Bid / tender have been invited through International Competitive Bid (ICB) route for the said Project. The Bids received are under evaluation.

Green Energy Initiative:

Your Directors are happy to inform that your Company has decided to foray in promoting Green Energy under Government of Gujarat (GoG) Solar Policy 2009 – a step towards control of carbon emission. GoG has approved an allocation of 5 MW PV based grid connected solar power plant to your Company. PPA for the same has been signed with GUVNL in December 2010. Project activities are initiated with efforts to achieve commissioning by end December 2011.

Accreditation for Integrated Management System (IMS) under ISO certifications:

Your Directors are pleased to inform that during the year under review your Company has successfully maintained standard guidelines for IMS covering ISO:9001:2008, ISO: 14001:2004 and OHSAS 18001:2007 certification for Quality Management System (QMS), Environment Management System (EMS) and Occupational Health and Safety Assessment Series (OHSAS) for its Power Stations at Vadodara and SLPP and has achieved renewal of the certification by M/s TUV India Ltd.

Public Deposits:

During the year 2010-11, your Company has not accepted/renewed any Fixed Deposit. The Company has repaid on time all claimed Deposits along with Interest up to the due date. As at the date of this report 8 Deposits aggregating to R.1,52,000/- have remained un-encashed/unclaimed.

Listing Agreement Compliance:

Equity Shares of your Company are listed on Bombay Stock Exchange Ltd. (BSE), National Stock Exchange of India Ltd. (NSE) and Vadodara Stock Exchange Ltd. (VSE) and their listing fees for the 2011-12 has been paid and the conditions of Listing Agreement have been complied with.

Insurance:

All 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.

Energy Conversation and Technology Absorption:

Pursuant to the provisions of Section 217(1)(e) of the Companies Act,1956 read with the Companies (Disclosures of Particulars in the report of the Board of Directors) Rules, 1988, required information is given in Annexure-I forming part of this Report.

Directors’ Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, 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 Directors made judgment 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, 2011 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that the Annual Accounts have been prepared on a going concern basis.

Corporate Governance:

Your Company has been following good Corporate Governance practices and has complied with the requirements of Clause 49 of Listing Agreement. A detailed report on Corporate Governance along with Certificate dated 24th May, 2011 issued by Practicing Company Secretaries is annexed forming part of this Report.

Management Discussion and Analysis:

A report on Management Discussion and Analysis dealing with Business Operations and Performance, Research and Development, Expansion Project, Safety and Environment, Human Resource Developments, Corporate Social Responsibility etc. is annexed forming part of this Report.

Directors:

Dr. P K Das, IAS (Retd.) and Shri P H Rana, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Shri C L Meena, IAS has ceased to be Director w.e.f. 9th August, 2011 consequent to his transfer from Finance Dept. as Principal Secretary, Revenue Department, Govt. of Gujarat.

Your Directors place on record their deep appreciation for the vision and leadership provided by Shri C L Meena, IAS during his tenure as Director of the Company.

Shri Atanu Chakraborty, IAS has been appointed as Director of the Company w.e.f. 9th August, 2011 consequent upon his nomination by Gujarat State Fertilizers & Chemicals Ltd. vice Shri H V Patel, IAS.

Your Directors place on record their deep appreciation for the vision and leadership provided by Shri H V Patel, IAS during his tenure as Director of the Company.

Shri M S Dagur, IAS has been appointed as Director of the Company w.e.f. 9th August, 2011 consequent upon his nomination by Gujarat Alkalies & Chemicals Ltd. vice Dr. Guruprasad Mohapatra, IAS.

Your Directors place on record their deep appreciation for the vision and leadership provided by Dr. Guruprasad Mohapatra, IAS during his tenure as Director of the Company.

Your Directors recommend for your approval reappointment of Dr. P K Das, IAS (Retd.) and Shri P H Rana as rotational Directors at the ensuing Annual General Meeting.

Particulars of Employees:

The information, as required under Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended forms part of this Report. Any shareholder interested in seeking this information may write to Company

Secretary of the Company at the Regd. Office of the Company. Further, there was no employee holding 2% or more of the equity shares of the Company during 2010-11.

Auditors:

(i) Internal:

M/s. K. N. Mehta & Co., Chartered Accountants, Vadodara has been appointed as Internal Auditors of the Company for the Financial Year 2011-12. The Audit Committee of Directors periodically reviews the reports of the Internal Auditors.

(ii) Statutory:

The Company’s Statutory Auditors M/s. VCA & Associates, Chartered Accountants, Vadodara retire and are eligible for reappointment. You are requested to appoint Statutory Auditors and to fix their remuneration.

(iii) Cost:

The Government of India, Ministry of Finance has issued Cost Audit Order under Section 233(B) of the Companies Act, 1956 to appoint Cost Auditor to audit the Cost records maintained by the Company in respect of "Electricity". Accordingly, the Board of Directors has appointed M/s. Kailash Sankhlecha & Associates, Vadodara as Cost Auditor of the Company for the Financial Year 2011-12. Approval of the Central Government to their appointment as Cost Auditor of the Company has been received.

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.

For and On behalf of the Board

Date : 19th August, 2011. D.J. Pandian, IAS

Place : Gandhinagar. Chairman

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Mar 31, 2010

The setting up of your Company in June, 1985, heralded a new era of Joint Sector Power Generation in the State of Gujarat and in the Country and now your Company will be completing 25 years of its business on 1st June, 2010. Your Directors have immense pleasure to present the Twenty-Fifth Annual Report together with Audited Statement of Accounts of your Company for the Financial Year ended 31st March, 2010:

(A) Financial Results

(Rs. in Lacs)

2009-10 2008-09

1. Net Sales 93,912 1,15,499

2. Other Receipts 1,385 1,619

3. Total Expenditure 72,032 94,484

4. Gross Profit : (1+2-3) 23,265 22,634 (before deducting any of the following)

(a) Interest 1,624 2,956

(b) Depreciation 8,804 8,788

(c) Impairment of Assets -- 47

(d) Provision for Deferred Tax (324) 162

(e) Provision for Current Income Tax 2,220 2,107

(f) Fringe Benefit Tax -- 42

(g) Tax adjustment of earlier years 263 --

5. Net Profit: 10,678 8,532

Add : Balance brought forward from Previous Year 10,071 11,432

20,749 19,964

6. Less: Appropriations :

(i) General Reserve 2,000 2,000

(ii) Expansion Reserve 4,000 4,000

(iii) Proposed Dividend On 4,409 3,893 Equity Shares (including Dividend Tax)

(iv) Carried to Balance Sheet 10,340 10,071

TOTAL 20,749 19,964

(B) Dividend

Your Directors are happy to recommend Dividend for the year ended 31st March, 2010 @ Rs 2.50 per equity share (i.e. 25%) on 15,12,51,188 Equity Shares. The net outgo on account of Dividend shall be Rs. 4,409 Lacs including Corporate Dividend Tax.

The Dividend, if approved at the ensuing 25th Annual General Meeting, shall be paid to all those Members, whose names shall appear on the Register of Members of the Company on the Book Closure Date i.e. on 8th September, 2010.

(C) Operations :

-- VADODARA STATION - I (145 MW CCPP):

Your Directors are happy to inform that Gas Based Station-I at Vadodara achieved Highest ever Plant Load Factor (PLF) of 94.85% - since commissioning of this plant in 1991-92 - for the year under review.

The Station during the year under review generated 1204.73 Million Units at a PLF of 94.85% as compared to 1061.67 Million Units at a PLF of 83.58% in the preceding year. The PLF of the year under review has improved considerably due to increased availability of Gas from RIL NIKO. Planned shut downs including the Major inspection of GT1 were taken during the year. The availability factor was maintained at 96.38% during the Financial Year under review.

-- VADODARA STATION - II (165 MW CCPP):

During the year under review the Station generated 1064.38 Million Units at a PLF of 73.64% as compared to 1118.19 Million Units at a PLF of 77.36% in the preceding year. The Station has undergone scheduled overhaul during the financial year under review. The Station had a high availability factor of 93.42% for the year. The PLF achieved was lower by about 4% as compared to previous year mainly on account of backing down of the Plant due to Grid demand.

Your Directors are pleased to inform that your Company has been making all possible efforts to tie up adequate supply of gas for the gas based Power Stations at Vadodara. Currently out of total gas requirements of 1.55 to 1.60 MMSCMD for both Vadodara Station I & Station II, 1.01 MMSCMD is tied up with M/s. GAIL (India) Ltd and RIL-NIKO on firm long term basis. The remaining quantity is tied up on fall back basis with RIL NIKO and Gujarat State Petroleum Corporation Ltd. (GSPCL).

Your Directors are happy to inform that during the financial year under review major energy conservation and efficiency improvement measures by way of modification in various auxiliaries and redefining operational parameters have been successfully implemented.

Safety Performance:

Your Directors are happy to inform that your Company completed 4269 days (11 years) of accident free Plant Operation at Vadodara Plant. Constant efforts are made to maintain accident free operations at all the locations.

-- SURAT LIGNITE POWER PLANT (SLPP):

The Station achieved a Plant Load Factor (PLF) of 83.41% with Generation of 1826.753 Million Units as compared to 1747.472 Million Units at a PLF of 79.79% in the preceding year.

The Station also achieved lowest raw water consumption (2.39 MGD) during the year. Constant endeavors are being made to improve the overall performance of the Station, including technology improvement and modifications. The required maintenance programme for the up keep of the units was undertaken during the year.

MINING:

Performance of the Mining Division remained very good during the year under review. The total quantity of lignite and limestone were met from our captive Vastan Mine. To meet the demand of Units 3 & 4 of SLPP Expansion, overburden removal of Mangrol Mine was also started from 25th December, 2009 and at the end of the financial year, the total overburden removal in the Mangrol mine was 5.3 Million CuM and expected to supply nearly 2 lacs tonnes of lignite before the monsoon of 2010.The total quantity of lignite and limestone mined from Vastan Lignite Mine in the Financial Year 2009-10 were 18.36 lakh Te and 1.59 lakh Te respectively, which is an all time record. The overburden removal in the year 2009- 10 was 30.97 million CuM against the last years overburden removal of 21.06 Million CuM, which is also an all time record, and thereby ensuring sufficient lignite exposure and stock also for all the Units before monsoon of 2010.

Expansion Plans:

(i) SLPP Phase II : 2x125 MW (Unit-3 & 4) Expansion Project

Unit -3

Your Directors would like to inform that Unit 3 of 2x125 MW Expansion Project was synchronized on 22nd December, 2009. After synchronization, the machine faced some technical problems relating to Electrical Power System thereby causing tripping of the said Machine. At that time certain damages were noticed in Turbine-Generator components. Hence certain parts of the said Unit 3 Machine had to be shipped to M/s. BHEL at their Hyderabad works as the repairing of the same was not possible at site. After repairs those materials/ equipments were received during the first fortnight of March, 2010 at Project Site. Then after carrying out required erection activities the Machine was put back in operation after such balance work.

The said Unit 3 was again synchronized and your Directors are happy to inform you that this Unit of 125 MW - pending its Performance Guarantee test and capitalization in the books of accounts - was declared commercially available to the State grid in terms of Power Purchase Agreement (PPA) with Gujarat Urja Vikas Nigam Limited (GUVNL) from 19th April, 2010 and has been supplying power to the State grid in accordance with PPA provisions.

Unit -4

Unit 4 of 125 MW at Surat Lignite Power Plant was synchronized in March, 2010 and some oil leakage was noticed. Accordingly, EPC Contractor namely M/s BHEL team set right the said problem and the Unit was put to full load in April, 2010. Your Directors are pleased to inform you that Unit 4 of 125 MW also - pending its performance guarantee test and capitalization in the books of Accounts - was declared commercially available to the State grid in terms of PPA with GUVNL from 28th April, 2010 and has been supplying power to the grid in accordance with PPA provisions.

The Mining Division including the work of overburden removal is progressing well. Sufficient quantity of Lignite has been stocked for the operation of both the Units 3 and 4 during monsoon.

(ii) SLPP Station -II: 2x250 MW + 20% Power Project

Your directors are pleased to inform that your Company is also in process of setting up a 2 x 250 MW (+ 20%) thermal Power Project(SLPP Station II) based on Circulating Fluidised Bed Combustion (CFBC) technology including development of a captive lignite mine thus increasing the generating capacity of SLPP to 1000 MW Plus.

The Bid/ tender documents for International Competitive Bid (ICB) route for 2x250 MW (+20%) at SLPP are being finalized and tenders inviting bids will be published in the first week of June,2010.

-- ACCREDITATION FOR INTEGRATED MANAGEMENT SYSTEM UNDER ISO CERTIFICATIONS:

Your Directors are pleased to inform that during the year under review your Company has got re- certification for Integrated Management System (IMS) covering ISO: 9001:2008, ISO: 14001:2004 and OHSAS 18001:2007 certification for Quality Management System (QMS), Environment Management System (EMS) and Occupational Health and Safety Assessment Series (OHSAS) for its Power Stations at Vadodara and SLPP from M/s TUV India Ltd.

(D) Secured Term Loans:

During the year, the Company repaid a sum of Rs 3570 lacs as per the schedule of repayment to the Banks and Financial Institutions who have extended term loan finance for the Vadodara Plants and SLPP.

(E) Public Deposits:

An amount of Rs 6.34 lacs relating to 46 depositors was due but not claimed by the depositors for repayment as on 31st March, 2010.

(F) Listing of Shares and Depositories:

Your Companys shares are listed on The Bombay Stock Exchange Limited (BSE), National Stock Exchange Ltd. (NSE) and Vadodara Stock Exchange Ltd. (VSE). Voluntary de-listing application made to the Calcutta Stock Exchange Association Ltd. has been approved. Your Directors wish to state that the Equity Shares of your Company are compulsorily traded in the dematerialized form w.e.f.26/06/2000. Presently 68.12% of shares are held in electronic/dematerialized form.

(G) Insurance:

The Companys Power Plants and Mines are covered under the ‘Industrial All Risk Policy, which provides a comprehensive insurance cover for fire, earthquake, and loss of profit due to fire/ Machinery break down and also due to damage to Customer and Suppliers Premises for Vadodara Plants.

The properties and the insurable interest of the Company including mines, buildings (including township at SLPP), Plant and Machinery and Stocks are also adequately insured.

(H) Directors:

Shri D.J.Pandian, IAS, Principal Secretary, Energy and Petrochemical Dept., Government of Gujarat has been appointed effective 10th December, 2009 as the Non- Rotational Director and also as the Chairman by the Government vide its Resolution dated 10th December, 2009 vice Shri S. Jagadeesan, IAS.

Shri Guruprasad Mohapatra, IAS,Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

Prof. Kiran Kumar Joshi, Director of the Company retires by rotation and being eligible, offers himself for reappointment.

Shri C.L. Meena, IAS, Principal Secretary(Expenditure), Finance Department, Government of Gujarat has been appointed as Nominee Director representing Government of Gujarat vice Shri A.K. Joti, IAS.

Your Directors place on record their deep appreciation for the vision and leadership provided by Shri S. Jagadeesan, IAS during his tenure as Chairman of your Company. Your Directors also place on record the valuable contribution made by Shri A.K. Joti, IAS during his tenure as Director of the Company. The appropriate resolutions for appointment / reappointment of Directors are being placed before the shareholders for approval.

(I) Human Resources:

Humans are considered as one of the most critical resources in the business which can be continuously smoothened to maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companys Polices and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company.

The strength of your Company lies in its team of highly competent and highly motivated personnel at Vadodara and SLPP. This has made it possible for your Company to make significant improvement and progress in all areas of activities of the Company. The employees had taken on the challenge to improve the performance of the plants through efficiency, productivity and economy. During the year 2009-2010, the Company maintained its high standard of Safety. Your Directors place on record their sincere appreciation for the unstinting efforts and contribution put in by the employees of the Company.

The Company continued in its endeavor to impart appropriate and relevant training to its employees to upgrade skill to meet the challenges that are ahead and to enhance their performance in the best interest of the Company. The Company has also taken up an exercise on career growth & planning by identifying potentials & training needs of employees by engaging professionals in the field.

The industrial relations during the year remained cordial.

(J) Particulars of Employees:

There are no employees in the Company who are in receipt of salary of Rs. 24,00,000/- p.a. or Rs.2,00,000/- p.m., if employed for part of the year. Hence the Statement of Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended till date is not required to be attached.

(K) Auditors :

(i) Statutory Auditors

M/s K. C. Mehta & Co., Chartered Accountants, Vadodara who are the Statutory Auditors of the Company hold office up to the conclusion of the forthcoming 25th

Annual General Meeting. They have been associated with the Company as Statutory Auditors since 21st Annual General Meeting i.e. 29th September, 2006. Your Directors have decided to follow the principles of Corporate Governance, and as part of that decision, it has been also decided to rotate the Statutory Auditors with the tenure of their Office for about three to five years. Accordingly, it is proposed to appoint M/s. VCA & Associates, Chartered Accountants, Vadodara as the Statutory Auditors in place of retiring auditors viz. M/s K. C. Mehta & Co.

M/s. VCA & Associates, Chartered Accountants, Vadodara have under Section 224 (1-B) of the Companies Act, 1956 furnished a certificate of their eligibility for appointment as such. The members are requested to appoint the Statutory Auditors and fix their remuneration.

(ii) Internal Auditor

M/s. K.N. Mehta & Co., Chartered Accountants, Vadodara has been appointed as Internal Auditors for conducting Internal Audit of the Company for Vadodara and Surat Lignite Power Project (SLPP).

(iii) Cost Auditor

The Government of India, Ministry of Finance has issued Cost Audit Order under Section 233(B) of the Companies Act, 1956 to appoint Cost Auditor to audit the Cost records maintained by the Company in respect of "Electricity". Accordingly, the Board of Directors has appointed M/s. Kailash Sankhlecha & Associates, Vadodara, as Cost Auditors of the Company for the Financial Year 2010-11 to conduct Cost Audit of Electricity products in both the Plants at Vadodara and Surat Lignite Power Plant (SLPP). Approval of the Central Government to their appointment as Cost Auditors of the Company has been received.

(L) Social Responsibility and Welfare:

Being a conscientious corporate body, your Company has been actively involved in the socio-economic development and welfare of the people living around the Power Plants at Vadodara and SLPP. Various activities are undertaken through Society for Village Development in Petrochemicals Area (SVADES) and Urja Foundation at Vadodara and through Company promoted NGO - Development Efforts for Rural Economy and People (DEEP) at SLPP.

Major social responsibility initiatives revolve around community empowerment especially of unprivileged and poor. Focus on women issues and their role in development is placed at core include drinking water, sanitation, School Infrastructure development, Village.

Infrastructure development like roads, culverts, check dam, water tanks, panchayat house, milk dairy co- operative society building, drainage etc. environment up gradation in surrounding villages. The Company is also co-sponsoring a Mid day meal Scheme at Vadodara where about 30,000 children of Government schools are given food without any charge.

A special focused project namely Integrated Development in Mineral Bearing Villages (IDMBV) aims at poverty alleviation, strengthening health & education efforts of Government and addressing livelihood issues by way of self employment related training and opportunities.

(M) Environmental Protection:

The Company recognizes Environment Management as an integral function of the operation. Towards this end the Company has adopted appropriate technology for control of pollutants at source. Circulating Fluidised Bed Combustion Boilers for SO2 and NOx control and Electrostatic Precipitators for control of particulate emission in the lignite based Power Plant at Mangrol are some of the actions taken by the Company in this direction.

Though your Company has open cast mine to feed lignite to its Power Plant, due care has been taken to ensure that such operations do not result in creation of wastelands by preserving the fertile top soils and spreading them over the back-filled portion of the mine. This enabled restoration of the lands for productive agricultural use and for development of plantations.

Towards environment protection measure, the Company has developed in-house technology by assembling Gas Turbine Air Filter Cleaning Machine which will reduce dust generation in atmosphere and also protect and enhance occupational health and safety of Personnel.

(N) Energy Management and Energy Audit :

Energy Management

Energy Management Cell has been established under the leadership of Energy Managers and it is in operation. Energy Audit by an External expert agency accredited by Bureau of Energy Efficiency India has been conducted and its compliance activities are undertaken in the current financial year to comply with statutory requirement of the State and the Centre.

(O) Conservation of Energy:

Several energy conservation measures are taken at Vadodara Plants and SLPP during the year, and some of the measures which have significant results are indicated below:

At Vadodara:- Thermal Insulation of 8" Dia Discharge Pipeline from Condensate Extraction Pump to Condensate Pre- Heater of HRSG –IV. This will result in annual saving of around 272160 Units i.e. @ Rs. 5.79 lacs per year.

Optimization of Voltage in Lighting Circuit and Power Supply system for Admn. Building and Executive Wing. This will save around 22705 Units annually.

Modification of Power circuit of 1000 kva Transformer to cater to "C"Plot lighting saving @8000 Units per year.

Optimization of Air compressor Set Pressure saving @6800 Units per year.

Installation of energy efficient passenger lift which will save @16500 Units per annum.

At SLPP:- Installation of new energy efficient ‘ENCON make cooling tower fans was done in cell no.3/1 & 2/2. Power consumption reduced by 36.85% in cell no.2/2 & 27.73% in cell no.1/3 respectively with same operating parameters. This energy efficient fan will be installed in balance 16 cells in phased manner in near future.

Chlorination system of CW pump house was replaced with modified ‘CHLOROTECH make chlorination system in which no booster pumps are required for chlorine dosing. This has resulted in saving of 45464 units per year.

CRT based computer monitors were replaced with energy efficient TFT based computer monitors.

(P) Technology Absorption:

The disclosures of particulars as per Form B are given in the Annexure hereto.

(Q) Foreign Exchange Earning and Outgo:

During the year there was no earning in foreign exchange. As regards outgo in foreign exchange, please refer to Item No. 05 of Schedule 21 to the Notes forming part of Accounts appended hereto.

(R) Directors Responsibility Statement:- The Board of Directors of the Company confirms:

1. That in the preparation of the annual accounts, the applicable accounting standards have been

followed along with proper explanation relating to material departure;

2. That the selected accounting policies were applied consistently and Directors made judgment 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, 2010 and of the profit of the Company for the year ended on that date;.

3. That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. That the Annual Accounts have been prepared on a going concern basis.

(S) Report on Corporate Governance and Management Discussion & Analysis Report:

Your Company has complied with all the mandatory provisions of Corporate Governance as prescribed under the Listing Agreement with Stock Exchanges, with which the Company is listed. A separate report on the Corporate Governance along with the Certificate of Practicing Company Secretary forms part of this Annual Report. The Management Discussion and Analysis report also forms the part of this Annual Report.

(T) Acknowledgement:

The Board of Directors place on record their appreciation for the co-operation, valuable guidance, assistance and support received from the Government of Gujarat, Government of India, Participating Units and BHEL. The Board of Directors acknowledge the sincere co-operation and assistance received from all Financial Institutions, Banks and other agencies. Your Directors also wish to express their gratitude to investors for their continued support and faith reposed by them in the Company.

For and On behalf of the Board

Sd/- Date : 25th May, 2010. D.J. Pandian, IAS Place : Gandhinagar Chairman