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DIRECTOR'S REPORT

GE T&D India Ltd.

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Market Cap. (₹) 4378.40 Cr. P/BV 3.07 Book Value (₹) 55.77
52 Week High/Low (₹) 333/138 FV/ML 2/1 P/E(X) 20.59
Bookclosure 24/07/2019 EPS (₹) 8.31 Div Yield (%) 1.05
Year End :2019-03 

DIRECTORS' REPORT

The Directors are pleased to present the sixty-third annual report together with the audited financial statements of the Company for the financial year ended March 31, 2019.

FINANCIAL RESULTS

(Rs millions)

Particulars

Year ended March 31, 2019

Year ended March 31, 2018

Sales and Services (Net)

42,188

43,858

Operating Profit before Finance Cost

4,010

4,071

(As percentage of gross sales)

9.5%

9.3%

Finance Cost

664

883

Profit Before Tax

3,346

3,188

Less: Tax Expense

1,219

1,100

Prof it After Tax

2,127

2,088

Balance brought forward from previous year

8,646

6,296*

Profit available for appropriations

10,773

8,384

Appropriations

Proposed Dividend

461

461

Corporate Dividend Tax

94

94

Balance carried forward

10,218

7,829

*after restatement of Mar'18 balance by 817 million upon adoption of Ind AS 115

Financial results for the year ended March 31, 2019 are in compliance with the Indian Accounting Standards (Ind-AS) prescribed under Section 133 of the Companies Act, 2013.

DIVIDEND

The Dividend Distribution Policy of the Company is in line with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is available on the Company's website at http://www.ge.com/in/ge-td-india-limited.

Your Directors take pleasure in recommending a dividend of 90% (Rs 1.80 per share) for every equity share of face value of Rs 2/- each, for the financial year ended March 31, 2019.

PERFORMANCE REVIEW

Sustained Leadership in a Competitive Market

During the year 2018-19, India's overall GDP growth was seen are helping in last mile connectivity and will lead to higher power  accelerating at 7.2% compared to 6.5% in the previous year. The Goods consumption in the long-term. Additionally, more electrification of  and Services Tax (GST) has also been a positive factor in the stabilization households will boost the demand aided by penetration of necessary  of economy. According to World Bank, India will continue to be the and discretionary goods powered by electricity, rise of disposable  world's fastest growing economy at the rate of over 7%. income and increased access to credit.

This trend has also trickled down to the Indian power sector, which As of March 31, 2019, the renewable energy sources accounted for is undergoing a significant change that has redefined the industry 22% of the total installed power capacity (77 GW) and continue to outlook. Sustained economic growth continues to drive electricity show positive developments. Renewable energy technologies — demand in India. The Government of India's focus on attaining 'Power primarily solar power drove a magnificent 67% off the 12 GW power for all' has accelerated capacity addition in the country. At the same generation capacity added in FY 2018-19. The huge capacity yielded time, the competitive intensity is increasing at both the market and from renewable energy sector made 2018 the greenest year in terms supply sides. Total installed capacity of power in India has increased to of new capacity added so far. However, the year also saw a slowdown 356 Gigawatt (GW) as of March 2019, a rise of 3.52% compared to 344 in the number of new projects. This decline has been attributed to

GW as on March 2018. uncertainties around trade cases, module price fluctuations, and power purchase agreement (PPA) renegotiations after record low bids

In 2018-19 India's thermal power sector witnessed considerable that contributed to a tender and auction slowdown in 2017. All of this turbulence. While the industry continues to face challenges on all resulted in a weaker project pipeline for 2018. fronts, including a drop in the price of renewable energy, shortage in coal supply and cash-strapped state distribution companies, there Overall, despite the extremely challenging market, your Company are a few observable silver-linings too. Government initiatives, such successfully achieved a balanced portfolio of orders, resulting in as SAUBHAGYA and Integrated Power Development Scheme (IPDS) sustained market leadership and improved overall performance.

Partnering and Collaborating to Integrate Renewable Energy

The Government's mission to bring 175 GW of Renewable energy faced hurdles when a 25% of safeguard duty was imposed on Chinese and Malaysian Solar cells and module manufacturing. Though the move intended to boost local manufacturing of solar modules, most of the awarded projects were stalled as the commercial model during tariff bidding preferred the low-priced Chinese modules. Inclusion of new conventional power plants was also on a slow track. The 765/400K Extra High Voltage (EHV) markets in Tariff based Competitive Bidding (TBCB) remained low. No new HVDC transmission lines were identified in 2018-19. In TBCB market, the Company was able to win Ghatampur package from Adani Transmission Limited for supply of 765kV substation and reactors.

Despite all these the factors your Company continued its performance run for another year, by keeping the commercial intensity and focus on state utilities market. In the year 2018-19 your Company won a substation order from Power Grid for evacuating 2500 MW of wind power, a part of Green Energy Corridor. The project involves setting up a 765kV Air Insulated Substation (AIS) and a new 400kV/220kV Gas-Insulated Substation (GIS) at Bhuj. Upon completion, this project will enable various wind farm developers to transmit the power generated in the state to the Green Energy Power Transmission Corridor.

Continued success in Oil & Gas sector

In Oil & Gas sector, your Company continues to demonstrate strength by winning 220kV turnkey Gas Insulated Substation (GIS) project from BPCL Kochi refinery. Hindustan Petroleum Corporation Limited (HPCL) added another feather in the cap after HPCL Vizag 220kV GIS substation and Bhatinda HMEL 400/66 kV GIS substation. The company has also remained a front-runner in the GIS technology used in Oil & Gas sector for two consecutive years.

Digitizing the Grid

Your Company has played a key role in enabling energy transition across the country. The Company commissioned two very critical projects: one with Power Grid Corporation of India Limited (PGCIL) on Unified Real Time Dynamic State Measurement (URTDSM) and another with Power System Operation Corporation (POSOCO) on National Transmission Asset Management Centre (NTAMC). In 2018-19, Rajasthan Rajya Vidyut Prasaran Nigam Limited (RRVPNL) awarded your Company a technology-driven grid modernization project. This project is a part of the utility's roadmap to implement grid initiatives and augment renewable energy in the state. Your Company's Advanced Energy Management System (AEMS) will serve as a foundation for RRVPL's roadmap and enable the utility to alter production levels based on demand. Your Company also delivered the First centrally integrated control and load forecasting System in Sri Lanka.

Grid Balancing

With more HVDC stations in the grid an imbalance of active and reactive power can evolve. This requires improvement in the voltage profile and  dynamic stability of the transmission system. To tackle the issue Static VAR Compensator (SVC) technology is introduced in the grid. In the year 2018-19, your Company won an order to supply, erect and commission 5OO MVAr SVC equipment at Kurukshetra substation of Champa-Kurukshetra HVDC link.

Increase in Transmission Capacity and Grid Strengthening at State and Center

With continuous increase in the power grid capacity, enhancement and strengthening of the transmission system becomes critical for the state and central utilities. With that in hindsight, your Company won important projects extension of 400/230 kV TUTICORIN II. The turnkey scope involved supply, erection, and commission of bays in both substations for Central Agency Power Grid Corporation. This is a prestigious triumph for your Company and maintains its market leadership.

A few other significant orders from State Transmission companies were:

420/220/132kV Sub-station order from Uttar Pradesh Power Transmission Corporation Limited (UPPTCL) in Sahupuri, Uttar Pradesh establishes your Company's supremacy at all voltage levels. It is an important win as it establishes your Company's leadership in TBCB orders.

400/220/66 kV Gas Insulated Substation (GIS) in Shapar, Gujarat by Gujarat Energy Transmission Corporation Limited (GETCO). Part of Renewable energy evacuation transmission system the substation will help in evacuation of wind power from the state of Gujarat.

Retrofitting and Modernization of three different 220kV Substations In the State of Jharkhand by Damodar Valley Corporation (DVC).

Services: Enhanced Capabilities for Managing Ageing Grid Assets

The financial year under review was an excellent year for service windows with very steep hourly penalty clauses, in case of any delay, business with order intake far exceeding the expectations and delivering These solutions helped the customer extend the life of their assets at profitability in execution. The competence developed over the years in competitive costs with minimum disturbance to their operations, renovation and modernization projects helped remain competitive in the market and overcome challenges that are often associated with such The transformer repair workshop successfully completed repairs of many projects transformer and reactors, including 400 kV class 250 MVA Generator transformers, 63 MVAr Shunt Reactors of varied makes. Following last year's trend, this year your Service team received great success and secured orders from Damodar Valley Corporation, West Under field service activity, our trained engineers carried out overhauling

Bengal State Electricity Transmission Corporation, Powergrid, Himachal of various equipment including HVDC converter transformers and 220kV Pradesh State Electricity Board, apart from several others. For the and 400 kV circuit breakers in India and Bangladesh. second consecutive year, we won the 'Engineering Service Provider of

The Technical Institute hosted trainees from various customers with the Year award at GMR- IGI Airport Awards 2018, tor the operation and Power Grid reposing their trust and sending a large number of trainees maintenance services tor mam receiving substations and backup power during the year. The Network consulting activity of Service business at the Delhi International Airport. This and many more appreciation continued its success in Renewable sector by carrying out Grid certificates received from our customers, speak volume about the ability integration validation studies for various customers. Till date, we have of the Services team to achieve and sustain excellence in customer catered to more than 15000 MW of wind and solar farms. service.

The market is showing signs of activity with customers increasingly During the year, Services business successfully completed breaker expressing interest in asset performance management solutions for  retrofit and bay extension work in 400 kV GIS for SJVN Limited. Such their Grid assets. Service business experience and expertise in servicing retrofit project on GIS is first of its kind executed by us and probably in . Grid assets, along with support from global service centre of excellence, the country. The project was carried out under very narrow shutdown is at the forefront of offering such solutions to our customers.

OPERATIONAL EXCELLENCE

Fulfilling the Promises Year after Year

Your Company's experience of more than 30 years in turnkey project totaling 150 MW DC power. Your Company achieved these milestones execution continues to help in reaching new landmarks in operational in partnership with its esteemed customers, which included PGCIL, excellence year after year. Our dedicated Project Management team ably Tata Power Delhi Distribution Limited (TPDDL), Chhattisgarh State supported by Engineering, Sourcing, Procurement, Finance, HR and other Transmission Company Limited (CSPTCL), National Thermal Power support functions are always focused on delivering commitments for our Corporation (NTPC) and others.

Customers and other stakeholders.

Your Company's transformer factory at Vadodara & Naini completed

In 2018-19 your Company achieved two major milestones by successfully delivery and commission of 9800 MVA of ICTs and 6200 MVAr of reactors, commissioning Pole 2 of Phase land Pole 3 of Phase 2 of Champa 800kV In doing so, your Company worked with customers, such as Nuclear Ultra High Voltage Direct Current (UHVDC) project. This project is now Power Corporation of India Limited (NPCIL), Bhabha Atomic Research capable of transmitting 4,500 MW power, including 1,500 MW of Pole 1 Centre(BARC),SterlitePower,Chhattisgarh State Transmission Company commissioned in 2017, from Champa in Chhattisgarh to Kurukshetra in Limited (CSPTCL), National Thermal Power Corporation (NTPC). Haryana.This is a major milestone in the power evacuation infrastructure in the country and it is now carrying the highest bulk power transfer During the year Company's automation unit at Pallavaram commissioned across the country, bringing access to the increasing demand regions of more than 1200 Bays of new and retrofit substation systems of rating north India ranging from low voltages to voltages as high as 765 kV

During the year under review, your Company demonstrated its expertise All your Company's operations in India, including manufacturing, projects, in execution of turnkey projects by commissioning 63 AIS and GIS services and automation, are certified for Integrated Management substations or extensions, enabling the addition of more than 16 GW System. This reinforces the quality of the processes of the Company and power into the Grid. This includes the commissioning of eight solar sites their compliance

ENVIRONMENT, HEALTH AND SAFETY

Your Company is commited to ensure world class standards of as an integral part of its operational strategy. EHS excellence is the Enviroment, Health and Safety for all its stakeholders. We won the 'Best Company's core and fundamental to what it is, besides being in line Safety Practices' trophy from PGCIL- Northern Region for adopting and with what the customers, employees, and leaders expect, implementing innovative and best EHS Practices at our PGCIL Bhadla& Bikaner Project Site. EHS Monitoring

Your Company also won the Silver Cup for sharing best EHS Practice The Company tracks EHS Statistics, Training status, Incident data, audit among 170 different industries at QCFI Vadodara annual Convention score, sub-contractor EHS Performance, etc. in real time through online event.The theme for the convention was' Lighting Minds for lnnovation'. tools. EHS performance is regularly reviewed through an internal EHS operating review within India by senior leadership of GE's business and Additionally, during FY 2018-19, your Company received Appreciation globally at corporate level. Letters for project locations from customers, such as PGCIL, Tata Power & TPDDL, HP Power Transmission Corporation Limited, Odisha Power Certifications Transmission Corporation Limited, and Bhabha Atomic Research Centre. All business units of the Company are certified under the International Organization for Standardization, Environmental Management System

Your Company is also committed to having a world-class program for (ISO 14001) and Occupational Health & Safety Assessment Series managing environmental, health and safety (EHS) risks. Your Company (OHSAS 18001). continuously aims to strengthen its EHS systems and performance

HUMAN RESOURCES

Aligning Actions with Business Strategy

The Human Resources function of your Company aligns its actions Learning& Development with business strategy to enable the organization in achieving its priorities. Your Company is committed to invest in its people and develop their talent. The employees are offered leadership development and Performance Development career accelerator programs administered by the Crotonville, GE's leadership development center, which has presence around the world Throughout the year ended March 31, 2019, the HR team of your including India. Crotonville is at the forefront of contemporary thinking Company emphasized the usage of Performance Development (PD) in leadership, strategy and innovation. Employees can participate in tool, which is a shift from a ratings-driven evaluative approach to a classroom, e-learning and blended courses throughout the year based developmental approach for enabling each employee to meet her/ on their developmental goals. Through the annual 'People Review' his true potential in their chosen profession. PD enables employees exercise, your Company identifies and develops leaders and tracks to give or ask personalized insights in real-time enabling a culture the effectiveness of the overall organization. The significant time the of trust and openness in the organization. 'Touchpoints' provide leadership team invests in this exercise is an indication of the value the an opportunity for Managers and Employees to start a dialogue Company has attached to this process. Your Company also has set up that is aimed at maximizing the impact of the employee on the a learning platform based on seven pillars including in-house technical organization's objectives. The organization is emphasizing on the learning, e-learning tool, stretch assignment, bubble assignment, aspect of accountability for every individual employee. This reflects in coaching, mentoring and certification (specific job need), priority setting of all employees. The priorities are set in accordance to the overall goal of the business.

Rewards and Recognition fairness in our approach, enables the Company to achieve it. We follow a fair assessment for hiring so that all employees get equal and

During the year under review, your Company used employee fair assessment. Preference is always given to internal employees recognition program, 'Impact Award'. Impact award is integrated while hiring for any open position, with Performance Development, which makes it more meaningful and allows employees to recognize their peers for achievements and Engaging the workforce contributions even beyond their scope. At GE, we understand each person has his or her own preferences for recognition. Your Company Your Company realizes the importance of an engaged workforce encourages its people's leaders to take out time to get to know their and the HR team is committed in driving key engagement activities team and colleagues to know their preferences, which can make the to ensure the same. The Company had various exciting employee efforts to reward and recognize even more impactful. engagement programs implemented during the year under review.

We strongly believe that, simple moments of praise, give us and Prevention of Sexual Harassment (POSH) others an instant mood boost and a reminder of how we make a difference In terms of Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company has Enhanced Employee Experience during Internal Mobility zero tolerance for sexual harassment at workplace and has set up an Internal Complaints Committee at all its Units in line with the

Internal mobility and growth opportunities are key to Company's provisions of the said Act. No complaint of Sexual Harassment was employee value proposition, and meritocracy, transparency and reported under the said Act during the financial year under review.

QUALITY AND CONTINUOUS IMPROVEMENT

During the year under review, the Deployment of Quality and 6. The Turnkey business unit received award from Tata Power - Continuous Improvement initiatives have continued to progress Delhi Distribution Limited during their business associate meet well, with significant contribution to business results. Following are a 2018-19 in the category of "Best Operations for Exemplary few of the achievements/key actions realized through wholehearted Performance & Significant Contribution in 2017-18" for 66 kV participation of your Company's employees at all levels: GIS Substation Rohini site.

1. Sixteen structured Lean Six Sigma Process improvement 7. The Team from Vadodara plant representing your Company projects contributing to significant operational performance in the 29th Annual Gujarat State level Convention on Quality improvement were successfully executed. Concepts VCCQC-2018, won a GOLD award under the theme

"Igniting minds for Innovation - Role of Quality" among 88

2. Reoriented L1/L2 global initiative, to proactively assess and participated teams from various organizations all over India, improve the level of mistake proofing in Prioritized Value streams (Manufacturing lines) was launched and progressing 8. Padappai plant implemented Online SF6 gas leak monitoring well, contributing to Process Quality Improvement system in breaker testing and gas handling processes. This SCADA controlled online gas leak monitoring system will provide

3. Enhancing Continuous Improvement competencies at all levels, immediate alert through SMS to stakeholders for immediate a key success factor for Continuous Improvement was continued corrective actions with relevant trainings, workouts and coaching. Lean Six Sigma,

8D problem-solving process, L1/L2, Lean, trainings and focused 9. Transformer manufacturing factory located at Naini developed operational improvement workouts were conducted across in-house stress ring manufacturing facility contributing to the organisation to enhance the Quality and Continuous significant improvements in product quality and customer

Improvement competencies of employees at all levels. satisfaction.

4. Deployment of Lean initiatives have progressed well across all 10. Power Transformer Naini plant Successfully transferred and manufacturing sites resulting in significant level of maturity implemented manufacturing technology of Gapped type shunt on lean and digital initiatives contributing to operational reactor from ATT (Turkey) to PTI (India). improvement. Implementation of moving model lines, 3P Vision

Workouts, Kaizen Promotion Office (KPO), Digital tools like 11. Short circuit test of 265 MVA 420/20kV GT, 1Ph class station

Material optimization suite (MOS), E - Andon, Digital reactivity transformer was successfully completed and certified by BINA board, GE Operating Standard (GEOS), E Ideas and employee Lab, India engagement initiatives have contributed to Significant reduction

12. World Quality Day was celebrated across all the units. Employee of Wall to Wall lead time.  engagement programs to promote awareness and commitment

5. Pallavaram plant launched Electromechanical Relays to Quality were organized with active participation of Employees. Manufacturing Excellence Center, a rejuvenated set up integrated with lean and digital tools to meet the customer requirements.

CORPORATE SOCIAL RESPONSIBILITY

Your Company's CSR efforts with local communities during the year The programme focuses on establishment of a health clinic in order were focused on strengthening the projects undertaken by the to reduce out of pocket expenditure on primary health by 33% for 240 Company in previous years. Our projects on village development, households from 4 villages. The goal is to ensure better accessibility access to electricity through clean energy, access to basic healthcare, for effective and efficient health care in the community, providing clean drinking water renovation of anganwadis and schools received easy access to basic health services to improve health and wellbeing. continued support. At the same time, new projects were introduced to cover youth skill-development programmes and entrepreneurship with a special emphasis on women's empowerment, a focused effort development programme with emphasis on women empowerment. was made to improve the socio-economic quality of life of women through financial literacy, linkage with banks and self-help groups.

Villages Development Self-help groups are actively working towards self-reliance and empowerment. Establishment of a rural haat for local communities

Vadodara, Gujarat on farm produce and related products is also one of the aims of the project. Since 2015, your Company is continuing with a programme of comprehensive and need-based support to communities in Vadodara, The project also focuses on enhancing agriculture-based livelihoods the location of your Company's large transformer factory. through water resource management for 240 farming households.

Pragati Ek Disha, the CSR project at Vadodara reaches out to five Naini, Uttar Pradesh key villages of Kotambi Gram Panchayat, Alamgarh, Machhipura, Singhapura and Jambudia Pura. The programme focuses on livelihood, During the year, your Company has continued its support for solar women empowerment, renovations of anganwadis and schools, submersible pump to village Rehikala, and installation of water support through bank linkages and health. coolers cum purifiers in schools.

Skill Development Delhi, NCR

During the year under review, your Company has initiated programmes focussing on development of youth through vocational skill training in retail, hospitality and basic computer. As a part of project Samriddhi, your Company is helping rural women in Sultanpuri to become successful entrepreneurs by providing financial literacy and business development training.

Energy and Environment

Skill Development in Renewable Energy

Vadodara, Gujarat

As part of its Skill Development initiative your Company trained candidates at Vadodara, majority being women, under the category of Green Jobs in partnership with National Skill Development Fund and National Skill Development Corporation. Candidates were trained to support operation and maintenance of solar installations.

Schools and children Vadodara, Gujarat

As part of the village development programme, Pragati Ek Disha, at Vadodara, storytelling programmes for children have been organised. The goal is to improve listening, reading and comprehension skills amongst children. The programme is also aimed at improvement of the children's verbal proficiency and creativity and at inculcating a habit of reading to instil good moral values.

Pallavaram, Chennai, Tamil Nadu

The Company supports the primary and high schools which are operational under the Cantonment Board. During the last financial year, the Company has initiated renovation work at Cantonment Primary School and has provided for materials and equipment for the science lab. These schools are situated near the Pallavaram factory. In the past, the Company had provided for clean drinking water and, renovated sanitation structures, a science laboratory and a smart class.

Health

Chennai, Padappai and Hosur

During the year under review, your Company had continued to sponsor mobile medical units at Padappai, which has provided for nearly 14,925 treatments, extending to all age groups with specific focus on elderly patients.

At Padappai and Hosur, the Company has continued the initiative during the year to provide clean drinking water to local communities. It also supported the local Government Hospital by installing 7kVA solar panel. The Company has further continued to provide the Primary Health Care centre (PHC) with essential medical instruments, equipment and facilities.

Support for people with disabilities Chennai, Tamil Nadu

The Company continues its support to the Saint Louis Institute for the Deaf and Blind, Chennai, Tamil Nadu. This year the Company provided for air-conditioning in the smart classrooms, Braille embosser, LCD projector at computer laboratory and safer, improved electrical panel.

The Company has previously supported the institute with a computer laboratory, a smart education centre, musical instruments, tables and chairs. The Company's continued support has benefitted more than 600 children with visual and hearing challenges.

The details on CSR activities of the Company is annexed as "Annexure A" to the Directors' Report.

DIRECTORS

During the year under review, your Company re-appointed Mr. Gaurav M. Negi as Whole-time director & CFO with effect from July 26, 2018 and Mr. Nagesh Tilwani as Whole-time Director & Head-HVS business with effect from December 21, 2018, for a period of five years each.

In terms of section 152 of the Companies Act, 2013 and Articles 104 and 105 of Articles of Association of the Company Mr. Stephane Cai, Director is due to retire by rotation at the ensuing AGM of the Company. As Mr. Stephane Cai has conveyed that due to his preoccupation in global role he does not wish to be reappointed as a director of the Company at the ensuing AGM, it is recommended to the shareholders to appoint in his place Mr. Vishal K Wanchoo, as a director, liable to retire by rotation.

Dr. Kirit S. Parikh, aged 84, and Mr. Rakesh Nath, aged 69, upon completion of their first term of appointment as Independent Directors as on March 27, 2020 and May 31, 2020, respectively, are eligible for re-appointment for another term of five consecutive years subject to approval of the Members by special resolution. In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect. Dr. Kirit S. Parikh, who has already completed the age of 75 years, and Mr. Rakesh Nath, who will also be completing 75 years of age, just before the expiry of his proposed second term, considering the expertise and the value they bring to the Board and their fitness, the approval of the Members by special resolutions for re-appointing them as Independent Directors for a further term of five consecutive years is recommended. The Nomination and Remuneration Committee on the basis of performance evaluation, has also recommended their re-appointment. These Directors have given their consent for re-appointment and have confirmed that they continue to be Independent Directors and that they do not suffer from any disqualifications for appointment.

Mr. Bhanu Bhushan, whose term expires on July 22, 2019, has not offered himself for re-appointment as an Independent Director of the Company, for the second term.

Necessary resolutions in respect of appointment/ re-appointment of the directors mentioned above have been included in the notice convening the ensuing annual general meeting. Your directors commend their appointment/ re-appointment. The particulars in respect of these directors as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are also available in the notice convening the sixty-third Annual General Meeting.

Key Managerial Personnel

As on March 31, 2019 the following the Key Managerial Personnel of the Company in terms of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Name

Designation

Mr. Sunil Wadhwa

Managing Director

Mr. Gaurav M. Negi

Whole-time Director & CFO

Mr. Nagesh Tilwani

Whole-time Director & Head -HVS Business

Mr. Manoj Prasad Singh

Company Secretary

Declaration by Independent Directors

All the independent directors of your Company have made a declaration to the Company that they meet all the criteria of independence laid  down under section 149(6) of Companies Act, 2013 and regulation 16(l)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Familarisation Programme for Independent Directors

As part of its 'Familiarisation Programme for Independent Directors', your Company familiarises independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Your Company aims to provide its Independent Directors, insight into the Company enabling them to contribute effectively.

The details of familiarization programmes may be accessed under the Corporate Governance section of the website http://www.ge.com/ in/ge-td-india-limited. During the year under review, Independent Directors were apprised on an ongoing basis in the various Board/ Committee meetings on macro-economic environment, industry developments, regulatory updates, business overview, operations, financial statements, update on statutory compliances for Board members, etc. In this respect, presentations were made to Independent Directors by the Managing Director, Whole-time Director & CFO, Company Secretary and other management personnel.

Factory Visit of Directors

During the year under review, the Board of Directors of the Company visited factory of the Company at Hosur. During the visit, the Board members familiarised themselves with the Instrument Transformers and Bushings manufacturing operations. A Board Meeting was also held at the Hosur Factory.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that: the applicable Accounting Standards have been followed in the preparation of annual accounts and that there are no material departures; such accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2019 and of the profit of your Company for the year ended on that date; proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of your Company for preventing and detecting fraud and other irregularities; the annual accounts have been prepared on a going concern basis; the internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and were operating effectively; and proper system to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

AUDIT COMMITTEE

The Audit Committee of your Company comprises of Mr. Rakesh Nath as the Chairman and Dr. Kirit S. Parikh, Mr. Bhanu Bhushan, Ms. Neera Saggi and Mr. Stephane Cai as other members. Details in respect of the Audit Committee are provided in the Corporate Governance Report forming part of the Directors' Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Your Company has a "Vigil Mechanism (Ombuds& Open Reporting Procedure)" to provide an avenue to stakeholders, including employees and directors, to report concerns related to any actual or potential violation of law and 'The Spirit & The Letter Policies' including unethical practices, incorrect or misrepresentation of any financial statements and reports, any claim of theft or fraud, conflicts of interest and any claim of unfair employment practices.

Through this procedure employees are encouraged to raise integrity concerns and feel confident that they can do so without any fear of retaliation.

The said policy may be accessed under the Corporate Governance section of the website http://www.ge.com/in/ge-td-india-limited.

NOMINATION AND REMUNERATION POLICY

In terms of the section 178 of the Companies Act, 2013 and Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company has a Nomination and Remuneration Policy ('NRC Policy'). The aforesaid policy of the Company on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors and other matters is annexed as "Annexure B".

The policy is available at the website of the Company under the Corporate Governance Section and can be accessed at http://www. ge.com/in/ge-td-india-limited.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Your Company has a policy framework for evaluation of the Borad of Directors. Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually including independent Directors, Board as a whole and of its various committees.

The Independent Directors in terms of Companies Act, 2013 and regulation 25(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, carried out performance evaluation of non-independent directors, Chairman of the Board and Board as a whole based on criterion of evaluation as approved by Nomination and Remuneration Committee.

Nomination and Remuneration Committee in terms of Companies Act, 2013, also carried out evaluation of every director's performance.

The Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Details as required under section 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure C".

A statement showing the names of employees drawing remuneration in excess of the limits as set out in section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure D".

ANNUAL RETURN

The extract of the Annual Return is detailed in form MGT-9 annexed as "Annexure E". The Annual Return of the Company is available on the website

NUMBER OF MEETINGS OF THE BOARD

During the year under review, six meetings of the Board of Directors were held, details of which are provided in Corporate Governance Report forming part of the Directors' Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of investment made are detailed in Note 4 to the financial statements forming part of the Annual Report. Your Company has not provided any loan, guarantee or securities under section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

In terms of Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a Related Party Transactions Policy on dealing with Related Party Transactions. The policy may be accessed under the Corporate Governance section of the website http://www.ge.com/in/ ge-td-india-limited.

All related party transactions during the year under review were on arm's length basis and in the ordinary course of business. There were no related party transactions made by the Company which could be considered material in accordance with Related Party Transactions Policy of the Company.

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, disclosures of transactions of the Company with Grid Equipments Private Limited, promoter Company, holding 68.54% shares in the Company:

(Rs millions)

Description

31 March 2019

31 March 2018

Interest

-

102.2

Dividend Remitted

315.9

315.9

Borrowings

-

440.0

Repayment of Borrowings

-

2,220.0

SUBSIDIARY COMPANIES

During the year under review, your Company did not have any subsidiary or associate Company in terms of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as prescribed under subsection 3(m) of section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided in "Annexure F", which forms part of this report.

RISK MANAGEMENT

During the year under review, the Board of Directors of your Company has constituted a Risk Management Committee in terms of Listing Regulations to overlook the Risk Mitigation and Management of the Company. Details of composition forms part of the Corporate Governance Report.

The Risk Management Committee and the Board of Directors of your Company reviewed the Risk Management Policy for the Company and adopted a new Enterprise Risk Management Policy. The Policy identifies elements of risks inherent to the business pertaining to operational, financial, environment, health and safety, reputation and image, currency fluctuation, compliance, cyber security, etc. Every unit and function is required to deploy the control measures and ensure timely reporting.

In the opinion of the Board, none of the above-mentioned risks threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL

The Board of Directors of your Company is satisfied with the internal Finance Control process. Internal control environment of the Company is reliable with well documented framework to mitigate risks. A detailed analysis is provided in the Management Discussion and Analysis Report, forming part of the Directors' Report.

CORPORATE GOVERNANCE

In terms of regulation 34 (3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Reports on Management Discussion and Analysis and on Corporate Governance have been included in this Report as separate sections. A certificate from M/s B S R & Associates LLP, Chartered Accountants, regarding compliance of conditions of Corporate Governance as stipulated in regulation 34 (3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has also been included in the Annual Report.

BUSINESS RESPONSIBILITY REPORT

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Business Responsibility Report describing the initiatives taken from an environmental, social and governance perspective, in the prescribed format has been included in this Report as a separate section.

STATUTORY AUDITORS

In terms of approval of shareholders at the 60th Annual General Meeting of the Company, M/s. B S R & Associates LLP, Chartered Accountants, are the statutory auditors of the Company who hold office till the conclusion of 65th AGM.

COST AUDITORS

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained. The Cost Audit Report for financial year ended March 31, 2018, of the Company was filed on August 17, 2018, well within the specified time under applicable Companies (Cost Audit Report) Rules, 2011.

M/s. Shome & Banerjee, Cost Accountants and M/s. Jugal K Puri &Associates, Cost Accountants, were appointed as cost auditors of your Company for the financial year ended March 31, 2019 with M/s. Shome& Banerjee, Cost Accountants being the Lead Cost Auditor. However, in view of casual vacancy caused due to demise of Mr. Jugal K Puri, Partner M/s Jugal K Puri & Associates, M/s Shome& Banerjee, Cost Accountants (who was already the lead cost auditor and Cost Auditor for the manufacturing facilities at Pallavaram, Hosur, Naini, Vadodara and Padappai) was also appointed as Cost Auditors for manufacturing facility of the Company at Noida for the financial year ended March 31, 2019 in place of M/s Jugal K Puri & Associates.

In terms of the Companies (Cost Records and Audit) Rules, 2014, your Company has appointed M/s. Shome & Banerjee, Cost Accountants, as cost auditor of the Company for the financial year ending

March 31, 2020 to audit the cost records of the Company related to the applicable products manufactured at its manufacturing facilities. The remuneration approved by the Board, is recommended for ratification by the members at the ensuing AGM.

SECRETARIAL AUDITORS

As per section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s VKC & Associates, Company Secretaries, as Secretarial Auditor of the Company for the financial year ended March 31, 2019.

The Secretarial Audit Report from M/s VKC & Associates, Company Secretaries for the financial year ended March 31, 2019 is annexed as "Annexure G".

ACKNOWLEDGMENTS

The Board of Directors of the Company expresses its heartfelt gratitude to the Government/ Regulatory authorities, shareholders, customers, vendors, bankers and all other business associates for their continued support. The Board of Directors sincerely acknowledges and appreciates the significant contributions made by all the employees of the Company and for their passion, sincere commitment and efforts in taking forward the Company with focus and energy.

 

For and on behalf of the Board

 

 

 

Sunil Wadhwa

 

Managing Director

 

DIN: 00259638

 

 

 

Gaurav M. Negi

 

Whole-time Director &

Place : Noida

Chief Financial Officer

Date : May 22, 2019

DIN: 02835748

"ANNEXURE A" TO THE DIRECTORS' REPORT ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

1 A brief outline of the Company's CSR Policy, including overview of projects or programs proposed to be undertaken and a reference to the weblink to the CSR Policy and projects or programs.

The Company strives to position itself as a prominent player in the global sustainable environmental transition and its CSR policy underlines this. The Company through CSR initiatives is committed to improve the lives of individuals and communities in the country. The Company's CSR initiative reflects this ethos. The Company has framed a CSR Policy in compliance with section 135 of the Companies Act, 2013 and the weblink for the same is:

https://www.ge.com/in/sites/www.ge.com.in/files/Corporate%20Social%20Responsibility%20Policy_0. pdf

2 Composition of the CSR Committee

Dr. Kirit S. Parikh, Independent Director (Chairman of CSR Comm ittee)

Mr.Sunil Wadhwa, Managing Director(Member)

Mr.Gaurav M. Negi, Whole-time Director & CFO (Member)

3 Average net Profit of the Company for last three financial years

Rs 1441.4 million

4 Prescribed CSR Expenditure (2% of the amount as in item 3 above)

Rs 28.9 million

5 Details of CSR spent during the financial year

 

(a) Total amount to be spent for the financial year

Rs 28.9 million

(b) Amount unspent, if any

Nil

(c) Manner in which the amount was spent during the financial year

The manner in which the amount was spent is detailed in the Annexure Al

6 Reasons for not spending the prescribed amount

The Company spent an amount of Rs 29.1 million during the financial year, which was more than the required spend.

7 A responsibility statement of the CSR Committee that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company.

The Company has adopted its CSR policy that complies with the objectives and requirements set in section 135 of the Companies Act, 2013 and the Rules notified thereunder. The CSR Committee has ensured that the CSR projects implemented are formulated with the CSR objectives, themes and focus areas as per the CSR policy of the Company. The Company intends to be a significant and consistent contributor to CSR initiatives in India by devising and implementing social improvement projects wherein it could employ its resources in favour of disadvantaged communities and for addressing socially critical issues as permitted under the Companies Act, 2013. The Company through its CSR initiatives will remain committed to improve the lives of individuals and communities in the country.

As a responsible corporate citizen, the Company had approved/ undertaken various projects such as village development, skill development, water, hygiene, sanitation, access to electricity through renewable energy, strengthening schools' infrastructure, empowerment of girls in school through sensitisation and awareness, health services and improved facilities in hospitals.

The implementation and monitoring of projects, is in compliance with CSR objectives and policy of the Company. The CSR Committee has reviewed and ensured that all the identified projects are in line with the Companies Act, 2013. Led by the Chairman of the CSR Committee, the Company has also instituted the following monitoring mechanisms to ensure the projects are implemented effectively and reported to the CSR Committee of the Board at frequent intervals.

Frequent reporting to the CSR Committee.

Frequent meetings with implementation agencies for review of project progress.

Site visits to project locations undertaken by the Company's CSR volunteer employees.

 

 

Sunil Wadhwa

Dr. Kirit S. Parikh

Place : Noida

Managing Director

Chairman, CSR Committee

Date : May 22, 2019

DIN: 00259638

DIN: 00684234

ANNEXUREA1

Rs millions)

s.No.

CSR project or activity identified

Sector in which the project is covered

Projects or programs 1) Local area or other 2) Specify the state and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs

Cumulative expenditure upto the reporting period**

Amount spent: Direct or through the implementing agency

Direct expenditure on the projects or programs

Overheads

1

Villages adoption - Holistic development of five villages of Kotambi Gram Panchayat through livelihoods, health and education initiatives

(x) - Rural development projects

Local Area: Vadodara

6.5

6.5

*0.1

6.6

Direct: Nil Implementing Agency, Deepak Foundation: 6.5

2

Improving schools infrastructure and facilities for children with disabilities

(ii) - Promoting education, including special education among children and differently abled

Local area: Pallavaram (Chennai)

0.9

0.9

 

11.8

Direct: 0.9

3

Infrastructure and developmental initiatives and contribution to educational institutions, disability centres or issues, health institutions or issues, and development of local communities

i) - Promoting preventive healthcare (ii) - Promoting education, including special education among children and differently abled.

Local area: Pallavaram (Chennai), Padappai (Chennai), Hosur (Tamil Nadu), Naini(UP)

8.3

8.3

 

8.3

Direct: Nil Implementing Agency, United Way of Delhi: 8.3

4

Preventive and curative healthcare for the needy and elderly through cataract surgeries and mobile medical unit

(i) - Promoting preventive health care

Local area: Chennai, Padappai, Hosur

1.3

0.8

 

17.3

Implementing agency, HelpAge India: 0.8

5

Improving schools infra structure, facilities for children with disabilities and support to children hospital

(ii) - Promoting education, including special education among children and differently abled

Local area: Naini

0.1

0.1

 

12.5

Direct: 0.1

6

Integrated Village Development Project to develop villages and uplift communities

(x) - Rural development projects

Local area: Naini

4.5

4.5

 

4.5

Direct: NIL Implementing Agency, S M Sehgal Foundation: 4.50

7

Women Empowerment Project - Promoting women entrepreneurs and encourage them to pursue their dreams and aspirations and Skill Training in Retail, Hospitality and Computer basics for youth towards employment

(ii) Promoting education and employment enhancing vocation skills and livelihood enhancement projects & (iii) - Promoting gender equality, empowering women

Local area: Noida

1.5

1.5

 

1.5

Direct: NIL Implementing Agency, United Way of Delhi: 1.5

8

Youth Skill Training Programme

(ii) Promoting education and employment enhancing vocation skills and livelihood enhancement projects

Local area: New Delhi

3.5

3.5

 

3.5

Direct: NIL Implementing Agency, United Way of Delhi: 3.5

9

Provisioning of safe drinking water

(i) - Promoting preventive health care and sanitation and making available safe drinking water

Local area: Hosur, Padappai

6.5

1.6

 

6.5

Direct: NIL Implementing Agency, Waterlife India: 1.6

10

Improving facilities in Primary Health Care Centre

(ii) - Promoting preventive health care

Local area: Padappai

0.9

0.6

 

0.9

Direct: 0.6

11

Improving facilities and infra structure for children in schools and ITI

(ii) - Promoting education

Local area: Hosur

1.6

0.2

 

9.9

Direct: 0.2

12

Improving facilities and infra structure for children in schools

(ii) - Promoting education

Local area: Vadodara

0.1

0.1

 

0.1

Direct: 0.1

13

Review and Impact assessment of programmes

Monitoring & evaluation

AIICSR sites and programme

1.0

0.5

"

1.0

Direct: 0.5

TOTAL

 

 

 

36.7

29.1

0.1

84.4

 

"Includes amount spent on CSR projects/activities since 2014-15. "Amount of Rs 35,000/- rounded off.

"ANNEXURE B" TO THE DIRECTORS' REPORT NOMINATION AND REMUNERATION POLICY

OBJECTIVES

The objective of the Nomination and Remuneration Committee of the Board of Directors of GE T&D India Limited (hereinafter referred to as 'GETDIL' or 'the Company') is to ensure that the Board and top management is appropriately constituted to meet its fiduciary obligations to stakeholders, to identify persons who are qualified to become Directors and who may be appointed in senior management and/or as Key Managerial Personnel (KMP) of the Company in accordance with the criteria's laid down, recommend to the Board the appointment, removal, remuneration of the Directors, Senior Management and KMP and evaluation of every Director's performance, in line with the provisions of the Companies Act, 2013 and rules prescribed therein, as amended from time to time and as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015("Listing Regulations"), as amended from time to time and/or such other statutory notification, amendment or modification, as may be applicable.

RESPONSIBILITIES AND DUTIES

The Committee shall undertake the specific duties and responsibilities listed below and shall also undertake such other duties as the Board prescribes from time to time. Specific duties and responsibilities of the Committee include:

1. Formulating criteria for determining qualifications, positive attributes and independence of a director.

2. Identifying persons who are qualified to become Directors and who may be appointed in Senior Management and as KMP of the Company in accordance with the criteria laid down, recommend to the Board their appointment and removal.

3. Recommending to the Board a policy, relating to the remuneration of the Directors, Senior Management, KMP and other employees, as may be applicable

4. Formulating criteria for evaluation and manner of effective evaluation of Independent Directors, Board, its committees and every Director's performance.

5. Devising a policy on Board diversity.

6. Ensuring that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully.

7. Ensuring the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and remuneration payable to Directors, Senior Management, KMP involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

8. Carrying out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification, as may be applicable.

9. Performing such other functions as may be necessary or appropriate for the performance of its duties.

POWERS

In discharging its responsibilities and duties, the powers of the Committee will include:

1. Sole authority to retain, compensate and terminate any search firm to be used to identify Director candidate(s) and these agencies will be accountable only to the Committee.

2. Identifying, screening and reviewing individuals qualified to serve as Directors and recommending to the Board candidates for nomination to fill Board vacancies/additions.

3. Overseeing the Company's policies and procedures for the receipt of stakeholder suggestions regarding Board composition and recommendations of candidates for membership of the Board.

4. Conducting or authorizing studies of matters within the Committee's scope of responsibility with full access to all books, records, facilities and personnel of the Company.

5. To retain outside counsel for these activities, if required and determine the compensation.

6. To sub-delegate such power and authority as the Committee deems appropriate with the purpose of meeting its objectives and duties within the scope of its terms of reference. The Committee shall, however not delegate any power or authority required by law, regulation or listing standards to be exercised solely by the Committee as a whole.

MEMBERSHIP

The Committee shall consist of at least three directors, all of whom shall be non-executive directors and at least half shall be independent.

The Chairman of the committee shall be an Independent Director.

The members of the Committee shall be appointed by the Board of Directors. The Board has the power to constitute/reconstitute the Committee consistent with the Company's policy and applicable law/ regulations.

MEETINGS

The Committee shall meet at least once a year and as often as it considers necessary, in person and/or telephonically and/or video conferencing or by other audio visual means. Any member may call a meeting of the Committee.

All meetings of the Committee shall be presided over by the Chairman of the Committee.

Other Directors, employees or such persons as may be deemed appropriate by the Chairman/Member(s) of the Committee may be invited to attend the meeting(s).

QUORUM

The quorum for meetings of the Committee shall be one third of total strength or two members whichever is higher including at least one Independent Director.

The participation of the Directors by video conferencing or by other audiovisual means shall also be counted for the purposes of quorum.

MINUTES

The Committee shall maintain written minutes of its meetings, including any formal discussions and taking on record any action taken by written consent, which shall be presented to the Board and shall be part of minutes of the Board Meeting.

COMPENSATION TO COMMITTEE MEMBERS

The Company shall not pay any remuneration to the Committee Members except sitting fees for each meeting of the Committee attended by the Non-Executive Independent Directors, as determined by the Board from time to time and Commission as may be determined by Board of Directors of the Company within overall ceiling limit approved by Shareholders of the Company.

APPLICABILITY

The Policy shall be applicable to:

1. The Board of Directors of the Company

2. KMP of the Company

3. Senior Management of the Company

4. Such other person(s) as may be prescribed by the law for the time being in force

GUIDELINES FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

• Appointment criteria and qualifications

1. The Committee shall identify and determine the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. A person should possess requisite qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether the qualification, expertise and experience possessed by a candidate are adequate for the concerned proposed position.

3. The Company shall not appoint or continue the employment of any person as Whole-time Director/ Independent Director who has attained the age of seventy or seventy-five years, respectively. Provided that the term of the person holding this position may be extended beyond the abovementioned age with the approval of shareholders by passing a special resolution and compliance of applicable provisions of law/regulations.

• Term / Tenure

I. Managing Director/whole-time Director

The Company shall appoint/re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

II. Independent Director

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment for another term of five years on passing of a special resolution by the members of the Company, subject to the compliance of applicable law/regulations/listing agreement etc.

No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

A person may be appointed as an Independent Director, only if the proposed appointment is within the limits prescribed under law/ regulations/listing agreement to act as an Independent Director by such person in any listed Company including AIL

III. Evaluation

The Committee shall carry out need based evaluation of performance of every Director, KMP and Senior Management Personnel at regular intervals/ as per Human Resources (HR) policy of the Company.

IV. Removal

The Committee, if think fit, may recommend removal of a Director, KMP or Senior Management Personnel to the Board with reasons recorded in writing due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, Company policy, subject to the provisions and compliance of the said Act, rules and regulations, Company policy.

V. Retirement

A Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013/ Listing Regulations and the extant policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company, subject to the recommendation of the Committee.

GUIDELINES RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL

• General

1. The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the terms of appointment and/or prior/post approval of the shareholders of the Company and Central Government, wherever required.

2. The remuneration and commission to be paid to Whole-time Director(s) shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company/terms of appointment approved by the Board or shareholders, as the case may be and as per the provisions of the Companies Act, 2013, and the rules made thereunder and Listing Regulations.

3. Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders/ central government in the case of Whole-time Director.

Increments will be effective as per the terms of appointment or 1st April as the case may be, subject to compliance of applicable law/regulations, HR policy of the Company.

4. In terms of Listing Regulations, the Company shall undertake a Directors and Officers Insurance for all its Independent Directors. The premium paid on Directors and Officers Insurance taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

• Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel

1. Fixed & Incentive pay

The Whole-time Director/KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee, subject to compliance of applicable law/regulations and in accordance with Company's HR policies. The breakup of the Annual Fixed Pay and quantum of perquisites including, employer's contribution to P.F, pension scheme, medical expenses, etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required. The Whole-time Director / KMP and Senior Management Personnel shall also be eligible for Annual Variable Pay (for the calendar year) as follows:

Senior Executive Band (SEB)

50% or 70% of Annual Fixed Pay as per group policy Executive Band (EB) : 35% of Annual Fixed Pay

Senior Professional Band (SPB) : 15% of Annual Fixed Pay subject to fulfilment of the short and long-term performance objectives, as may be fixed for each official vis-a-vis the working/ performance of the company.

2. Minimum Remuneration

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

3. Provisions for excess remuneration

If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without

the prior sanction of the Central Government, where required, he / she shall refund such excess remuneration to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sums refundable to it unless permitted by the Central Government.

• Remuneration to Non- Executive / Independent Director

1. Remuneration / Commission

The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013 and the rules made thereunder.

2. Sitting Fees

The Non- Executive / Independent Director may receive remuneration by way of sitting fees of such amount as may be approved by the Board from time to time for attending meetings of Board or committee thereof. Provided that the amount of such sitting fees shall not exceed Rupees One lakh per meeting of the Board or committee or such amount as maybe prescribed by the Central Government from time to time.

3. Commission

Commission may be paid within the monetary limit approved by shareholders, subject to the limit prescribed under the provisions of the Companies Act, 2013. The approval of shareholders by special resolution shall be obtained every year, in which the annual remuneration payable to a single non-executive director exceeds fifty per cent of the total annual remuneration payable to all non-executive directors, giving details of the remuneration thereof.

4. Stock Options

An Independent Director shall not be entitled to any stock option of the Company.

GLOSSARY

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 and rules prescribed therein, as may be amended from time to time and per the Listing Agreement with Stock Exchange(s) as may be amended from time to time, shall have the meaning respectively assigned to them therein.

Board

Board of Directors of the Company

Directors

Directors of the Company

Committee

Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board.

Independent Director

As prescribed in the Companies Act, 2013 and rules therein, as may be amended from time to time and Listing Agreement with Stock Exchanges, as may be amended from time to time.

Senior management

Members of its core management team excluding the Board of Directors. This would also include all members of management one level below the executive directors/manager/chief executive officer viz. all Functional and Unit Heads including the Company Secretary and Chief Financial Officer.

KMP

a) the Chief Executive Officer or the managing director or the manager;

b) the Company Secretary;

c) the Whole-time director;

d) the Chief Financial Officer; and

e) Such other officer as may be prescribed under the applicable statutory provisions/regulations.

"ANNEXURE C" TO THE DIRECTORS' REPORT

DETAILS AS REQUIRED UNDER SECTION 197(12) OF COMPANIES ACT, 2013 ("ACT") READ WITH RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

1. Ratio of remuneration of each director to median remuneration of employees, percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year ended March 31, 2019

s.No.

Name of Director and KMP

Remuneration of Director and KMP for the financial year ended March 31, 2019 (in Rs) *

Ratio of remuneration of each director to median remuneration of employees

% increase in remuneration for the financial year ended March 31, 2019 provided for the purpose of section 197(12) of the Act

1

Mr. Stephane Cai Chairman

Not Applicable

Not Applicable

Not Applicable

2

Mr. Sunil Wadhwa Managing Director

27,938,281

31.6

10.78%'

3

Mr. Gaurav Manoher Negi Whole-time Director & CFO

21,844,159

24.7

23.72%'

4

Mr. NageshTilwani Whole-time Director

10,299,307

11.6

(13.02%)'

5

Mr. Manoj Prasad Singh Company Secretary

4,965,039

Not Applicable

(9.8%)'

6

Mr. Bhanu Bhushan Independent Director

2,700,000b

3.0

100%c

7

Dr. KiritS. Parikh Independent Director

2,960,000b

3.3

134.9%c

8

Mr. Rakesh Nath Independent Director

2,840,000b

3.2

93.1%c

9

Ms. Neera Saggi Independent Director

2,800,000b

3.2

122.3%c

Notes:

*Remuneration includes Gratuity, leave encashment at the end of the year, contribution to provident fund and superannuation.

"Key Managerial Persons percentage change in remuneration for the financial year is not comparable and reflective of performance assessment in view of bonus payouts, other benefits, etc. Includes sitting fee and commission increase is in view of change in commission policy.

2. In the financial year, under review all employees median remuneration was Rs 884,803 and there was an increase of 3.4% in the median remuneration of employees.

3. There were 2587 permanent employees on the rolls of Company as on March 31, 2019.

4. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2018-19 was 4%.

5. It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration policy of the Company.

"ANNEXURE D" TO THE DIRECTORS' REPORT

STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013, READ WITH RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A. Particulars of top ten employees employed for the financial year in terms of remuneration drawn

SI. No.

Name

Designation

Remuneration

(in Rs)

Qualification

Experience (in Years)

Date of commencement of employment

Age (in years)

Previous employment and designation

1

Sunil Kumar Wadhwa

Managing Director

27,938,281

B.Com, CA, CS

33

April 4, 2017

59

CEO & Managing Director -IL&FS Energy Development Co. Ltd.

2

Gaurav M. Negi

Whole-time director & Chief Financial Officer

21,844,159

B.Com, CA

20

June 1,2016

44

CFO, Wipro GE Healthcare Ltd.

3

Sandeep Zanzaria

Sales Executive

11,190,074

B.E. - Electrical, PGDM

29

August 9, 2017

52

Schneider Electric India Pvt. Ltd -Vice President

4

Manikkapurath Sivaprasad

Executive- Business Operations

10,744,275

BTech. -Electrical & Electronics, MBA

29

November 6, 1998

50

Steel Authority of India Ltd., Assistant Manager

5

Rajmohan Venkat Raman

Executive - Business Operations

10,434,626

BE Mechanical Engineering, PGDIM

26

November 1, 2017

48

Marquip India Pvt Ltd/Senior Engineer

6

Abhilasha Dhaka

Head - HR

10,320,905

MBA- Human Resources

18

March 1,2018

40

Yamaha Motors -Manager HR

7

Nagesh Tilwani

Whole-time Director

10,299,307

B.E.- Electrical & Electronics

24

September 14, 1996

46

Controls & Switchgear Company Ltd., Design Engineer

8

Subrata Chatterjee

Executive-Business Operations

10,173,194

B.E. (Electronics & Power)

25

August 31, 2004

50

CESC Limited - Sr. Engineer

9

Nitin Dham

Senior Finance Staff Manager

9,419,858

CA

22

July 24, 2017

45

GE Capital Services India-VP, Private Equity

10

Shailesh Mishra

Sr. Business Management Manager

8,621,102

Advanced Diploma in Management, B.E.

25

June 24, 2008

47

GE-Digital Energy Lead -India for DE

B. Particulars of employees employed for the financial year under report and in receipt of remuneration for that year which, in the aggregate, was not less than Rupees One Crore and two lakhs (Rs 10,200,000/-) per annum

None other than mentioned in A above.

Particulars of employees employed for part of the financial year under report with an average salary of not less than Rupees eight lacs and fifty thousand per month

SI. No.

Name

Designation

Remuneration (in Rs)

Qualification

Experience (in Years)

Date of commencement of employment

Age (in years)

Previous employment and designation

1.

Amresh Kumar Sood

Sr. Finance staff manager

881,259

CA

35

July 29, 2013

59

Genesis Colors -CFO

2.

Arun Choudhary

Regional Management Director

928,390

BE, MBA

30

July 6, 2015

51

HCL Infotech Ltd - Associate Vice President

3.

Devendra Pal Sikka

Project Director

858,566

BE

39

April 1,2017

61

NELCO- Manager Operations

4.

Prakash G

Regional Director

1,582,049

BE

27

June 9, 2008

48

Siemens Ltd -Chief Manager (Marketing)

Notes:

1) Remuneration includes salary, bonus, commission, Company's contributions to Provident Fund / Gratuity Fund / Superannuation Fund and the value of perquisites on the basis of Income Tax Rules, wherever applicable but excluding severance allowance, Gratuity, leave encashment and Superannuation paid at the time of separation.

2) The above appointments are contractual.

3) None of the above employee is related to any of the Directors of the Company.

4) None of the employees by himself or along with his spouse and dependent children holds 2% or more of the equity shares of the Company.

5) During the year under report, none of the employees was in receipt of remuneration in excess of the Managing Director of the Company.

"ANNEXURE E" TO THE DIRECTORS' REPORT

FORM NO. MGT - 9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON MARCH 31,2019

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i)

CIN

L31102DL1957PLC193993

ii)

Registration Date

March 13, 1957

iii)

Name of the Company

GE T&D India Limited

iv)

Category /Sub-Category of the Company

Company Limited by Shares/Indian Non-Government Company

v)

Address of the Registered office and contact details

A-18, First Floor, FIEE Complex, Okhla Industrial Area,

Phase II, New Delhi -110 020

Tel: 91 11 41610660

vi)

Whether listed Company

Yes

vii)

Name, Address and Contact details of Registrar and Transfer Agent, if any

C B Management Services (P) Ltd.

P-22, Bondel Road, Kolkata - 700 019

Tel : 91 33 40116700 (100 Lines)

Fax: 91 33 40116739

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

s. No.

Name and Address of the Company

CIN/GLN

Holding/ Subsidiary/ Associate

% of shares held

Applicable Section

1

Grid Equipments Private Limited Building No. 7A, DLF Cyber City, Phase- III, Sector - 25A, Gurgaon, Haryana, India- 122002

U31200HR2010PTC041758

Immediate Holding

68.54

2(46)

2

GE Grid Alliance B.V. Bergschot 69/2, Breda, The Netherlands - 4817 PA

Not Applicable

Intermediate Holding

6.46

2(46)

3

ALSTOM BV Bergschot 69/2, Breda, The Netherlands -4817 PA

Not Applicable

Intermediate Holding

 

2(46)

4

GE Albany Global Holdings B.V, Bergschot 69/2, Breda, The Netherlands -4817 PA

Not Applicable

Intermediate Holding

 

2(46)

5

General Electric Company 41 Farnsworth Street, Boston, United States of America - 02210

Not Applicable

Ultimate Holding

 

2(46)

 

Name and Description of main products/ services NIC Code of the main product / service

% to total turnover of the Company

Switchgear all types, Control Panels, PowerTransformers Electrical Substation projects and Services

271

100%

     

IV. SHAREHOLDING PATTERN (equity share capital breakup as percentage of total equity)

i) Category-wise Share Holding

Category of Shareholders

No. of shares held at the beginning of the year (April 1,2018)

No. of shares held at the end of the year (March 31, 2019)

% Change during the year

Demat

Physical

Total

%of Total shares

Demat

Physical

Total

%of Total shares

A. Promoters

 

(1) Indian

 

 

 

 

 

 

 

 

 

a. Individual/ HUF

 

 

 

 

 

 

 

 

 

b. Central Govt.

 

 

 

 

 

 

 

 

 

c. State Govt.(s)

 

 

 

 

 

 

 

 

 

d. Bodies Corp.

175,492,524

-

175,492,524

68.54

175,492,524

-

175,492,524

68.54

-

e. Banks/FI

-

-

-

-

-

-

-

-

-

f. Any Other

-

-

-

-

-

-

-

-

-

Sub Total A(l):-

175,492,524

 

175,492,524

68.54

175,492,524

-

175,492,524

68.54

 

(2) Foreign

 

 

 

 

 

 

 

 

 

a. NRIs-lndividuals

-

-

-

-

-

-

-

-

-

b. Other Individuals

 

 

 

 

 

 

 

 

 

c. Bodies Corporate

16,542,377

 

16,542,377

6.46

16,542,377

 

16,542,377

6.46

0.00

d. Banks/FI

-

-

-

-

-

-

-

-

-

e. Any other

 

 

 

 

 

 

 

 

 

Sub Total A(2):-

16,542,377

 

16,542,377

6.46

16,542,377

-

16,542,377

6.46

0.00

Total shareholding of promoter (A)=(A)(1)+ (A)(2)

192,034,901

 

192,034,901

75.00

192,034,901

 

192,034,901

75.00

0.00

B. Public Shareholding

 

 

 

 

 

 

 

 

 

1. Institutions

 

 

 

 

 

 

 

 

 

a. Mutual funds

32,055,914

0

32,055,914

12.52

30,756,258

0

30,756,258

12.01

-0.51

b. Banks/FI

38,091

2,785

40,876

0.02

26,315

2,785

29,100

0.01

-0.01

c. Central Govt

0

0

0

0.00

0

0

0

0.00

0.00

d. State Govt(s)

0

605

605

0.00

0

605

605

0.00

0.00

e. Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

f. Insurance Companies

6,386,187

0

6,386,187

2.49

5,995,442

0

5,995,442

2.34

-0.15

g. Flls/FPIs

4,525,082

0

4,525,082

1.77

7,109,526

0

7,109,526

2.78

1.01

h. UTI

-

-

-

-

-

-

-

-

-

i. Foreign Venture Capital Funds

 

 

 

 

 

 

 

 

 

j. Others (specify)

-

-

-

-

-

-

-

-

-

Sub-Total (B) (1)

43,005,274

3,390

43,008,664

16.80

43,887,541

3,390

43,890,931

17.14

0.34

2. Non-institutions

 

 

 

 

 

 

 

 

 

a. Bodies Corporate

 

 

 

 

 

 

 

 

 

i. Indian

758,882

52,545

811,427

0.32

760,949

52,545

813,494

0.32

0.00

ii. Overseas

 

 

 

 

 

 

 

 

 

 

Category of Shareholders

No. of shares held at the beginning of the year (April 1,2018)

No. of shares held at the end of the year (March 31, 2019)

% Change during the year

Demat

Physical

Total

% of Total shares

Demat

Physical

Total

% of Total shares

b. Individuals

i. Individual shareholders holding nominal share capital upto Rs 1 lakh

12,590,020

2,666,639

15,256,659

5.96

12,314,474

2,309,772

14,624,246

5.71

-0.25

ii. Individual shareholders holding nominal share capital in excess of Rs 1 lakh

1,793,135

0

1,793,135

0.70

2,530,332

0

2,530,332

0.99

0.29

c. Others (specify)

i) NRI

571,952

62,460

634,412

0.25

684,838

48,660

733,498

0.28

0.03

ii) Foreign National

0

0

0

0.00

0

0

0

0.00

0.00

iii) Trust

1,165,573

0

1,165,573

0.45

12

0

12

0.00

-0.45

iv) Clearing Member

212,316

0

212,316

0.08

175,944

0

175,944

0.07

-0.01

v) IEPF

1,129,448

0

1,129,448

0.44

1,243,177

0

1,243,177

0.49

0.05

Sub total (B)(2)

18,221,326

2,781,644

21,002,970

8.20

17,709,726

2,410,977

20,120,703

7.86

-0.34

Total Public Shareholding

(B)=(B)(1) + (B)(2)

61,226,600

2,785,034

64,011,634

25.00

61,597,267

2,414,367

64,011,634

25.00

0.00

TOTAL (A)+(B)

253,261,501

2,785,034

256,046,535

100.00

253,632,168

2,414,367

256,046,535

100.00

0.00

C. Shares held by Custodian for GDRs & ADRs

 

 

 

 

 

 

 

 

 

Grand Total (A+B+C)

253,261,501

2,785,034

256,046,535

100.00

253,632,168

2,414,367

256,046,535

100.00

0.00

(ii) Shareholding of Promoters

Shareholder's Name

Shareholding at the beginning of the year (April 1, 2018)

Shareholding at the end of the year (March 31, 2019)

% change in shareholding during the year

No. of shares

% of total shares of the Company

% of shares pledged/ encumbered to total shares

No. of shares

% of total shares of the Company

% of shares pledged/ encumbered to total shares

1. Grid Equipments Private Limited

175,492,524

68.54

Nil

175,492,524

68.54

Nil

Nil

2. GE Grid Alliance B.V.

16,542,377

6.46

Nil

16,542,377

6.46

Nil

Nil

Total

192,034,901

75.00

Nil

192,034,901

75.00

Nil

Nil

(iii) Change in Promoters' Shareholding

Not applicable as there was no change in the Promoter's Shareholding during the year.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and holders of GDRs and ADRs):

S. Name No.

No. of shares at the beginning (April 1, 2018)

% of total shares of the Company

Date of increase/ decrease in shareholding

Increase/ Decrease in shareholding (As per weekly benpos)

% change

Reason

Cumulative Shareholding during the year (April 1, 2018 to March 31, 2019)

No. of shares

% of total shares of the Company

1. Reliance Capital Trustee Company Limited A/C Through its Various Schemes

22744748

8.88

April 1,2018

 

 

 

22744748

8.88

 

 

April 6, 2018

150000

0.06

Transfer

22894748

8.94

 

 

May 11, 2018

1145800

0.45

Transfer

24040548

9.39

 

 

May 18, 2018

28372

0.01

Transfer

24068920

9.40

 

 

June 1,2018

(6360)

0.00

Transfer

24062560

9.40

 

 

June 8, 2018

15164

0.01

Transfer

24077724

9.40

 

 

June 15, 2018

9146

0.00

Transfer

24086870

9.41

 

 

June 22, 2018

(40038)

(0.02)

Transfer

24046832

9.39

 

 

June 29, 2018

(79258)

(0.03)

Transfer

23967574

9.36

 

 

July 6, 2018

(110624)

(0.04)

Transfer

23856950

9.32

 

 

July 13, 2018

25000

0.01

Transfer

23881950

9.33

 

 

July 18, 2018

101155

0.04

Transfer

23983105

9.37

 

 

July 20, 2018

(1104019)

(0.43)

Transfer

22879086

8.94

 

 

July 27, 2018

1011926

0.40

Transfer

23891012

9.33

 

 

August 3, 2018

(242907)

(0.09)

Transfer

23648105

9.24

 

 

August 24, 2018

(44380)

(0.02)

Transfer

23603725

9.22

 

 

August 31, 2018

100000

0.04

Transfer

23703725

9.26

 

 

September 7, 2018

16663

0.01

Transfer

23720388

9.26

 

 

September 14, 2018

31800

0.01

Transfer

23752188

9.28

 

 

September 21, 2018

25000

0.01

Transfer

23777188

9.29

 

 

September 28, 2018

92104

0.04

Transfer

23869292

9.32

 

 

October 5, 2018

54807

0.02

Transfer

23924099

9.34

 

 

October 12, 2018

27617

0.01

Transfer

23951716

9.35

 

 

October 19, 2018

50000

0.02

Transfer

24001716

9.37

 

 

November 30, 2018

180565

0.07

Transfer

24182281

9.44

 

 

December 14, 2018

23294

0.01

Transfer

24205575

9.45

 

 

December 21, 2018

67935

0.03

Transfer

24273510

9.48

 

 

December 28, 2018

45190

0.02

Transfer

24318700

9.50

 

 

December 31, 2018

6500

0.00

Transfer

24325200

9.50

 

 

January 4, 2019

30688

0.01

Transfer

24355888

9.51

 

 

January 11, 2019

59917

0.02

Transfer

24415805

9.54

 

 

February 1, 2019

19159

0.01

Transfer

24434964

9.54

 

 

February 8, 2019

24413

0.01

Transfer

24459377

9.55

 

 

February 15, 2019

60600

0.02

Transfer

24519977

9.58

 

 

February 22, 2019

33039

0.01

Transfer

24553016

9.59

 

 

March 1,2019

73234

0.03

Transfer

24626250

9.62

 

 

March 8, 2019

4060

0.00

Transfer

24630310

9.62

 

 

March 15, 2019

21453

0.01

Transfer

24651763

9.63

 

 

March 22, 2019

160

0.00

Transfer

24651923

9.63

 

 

March 29, 2019

2966

0.00

Transfer

24654889

9.63

 

 

March 31, 2019

 

 

 

24654889

9.63

 

S. Name No.

No. of shares at the beginning (April 1, 2018)

% of total shares of the Company

Date of increase/ decrease in shareholding

Increase/ Decrease in shareholding (As per weekly benpos)

% change

Reason

Cumulative Shareholding during the year( April 1, 2018 to March 31, 2019)

No. of shares

% of total shares of the Company

2 SBI Mutual Fund Through Its Various Schemes

6719416

2.62

April 1,2018

 

 

 

6719416

2.62

 

 

April 6, 2018

(11000)

(0.00)

Transfer

6708416

2.62

 

 

May 11, 2018

(1145749)

(0.45)

Transfer

5562667

2.17

 

 

August 3, 2018

(228871)

(0.09)

Transfer

5333796

2.08

 

 

August 10, 2018

(135752)

(0.05)

Transfer

5198044

2.03

 

 

August 17, 2018

(85678)

(0.03)

Transfer

5112366

2.00

 

 

August 31, 2018

(302882)

(0.12)

Transfer

5415248

2.11

 

 

September 7, 2018

(198624)

(0.08)

Transfer

4610860

1.80

 

 

October 5, 2018

1434

0.00

Transfer

4612294

1.80

 

 

October 12, 2018

(200172)

(0.08)

Transfer

4412122

1.72

 

 

October 19, 2018

(58402)

(0.02)

Transfer

4353720

1.70

 

 

October 26, 2018

24

0.00

Transfer

4353744

1.70

 

 

January 18, 2019

(21709)

(0.01)

Transfer

4332035

1.69

 

 

January 25, 2019

(451565)

(0.18)

Transfer

3880470

1.52

 

 

February 8, 2019

(121645)

(0.05)

Transfer

3758825

1.47

 

 

March 15, 2019

(692019)

(0.27)

Transfer

3066806

1.20

 

 

March 22, 2019

693000

0.27

Transfer

3759806

1.47

 

 

March 31, 2019

 

 

 

3759806

1.47

3 The New India Assurance Company Limited

3839079

1.50

April 1,2018

 

 

 

3839079

1.50

 

 

January 18, 2019

(29872)

(0.01)

Transfer

3809207

1.49

 

 

March 31, 2019

 

 

 

3809207

1.49

4 UTI-MNCFund2

2121033

0.83

April 1,2018

 

 

 

2121033

0.83

 

 

April 6, 2018

3989

0.00

Transfer

2125022

0.83

 

 

April 13, 2018

20355

0.01

Transfer

2145377

0.84

 

 

April 20, 2018

24160

0.01

Transfer

2169537

0.85

 

 

April 27, 2018

25686

0.01

Transfer

2195223

0.86

 

 

May 4, 2018

2956

0.00

Transfer

2198179

0.86

 

 

May 11, 2018

29499

0.01

Transfer

2227678

0.87

 

 

May 18, 2018

34643

0.01

Transfer

2262321

0.88

 

 

August 10, 2018

(36000)

(0.01)

Transfer

2226321

0.87

 

 

August 17, 2018

(6974)

(0.00)

Transfer

2219347

0.87

 

 

August 31, 2018

(2098)

(0.00)

Transfer

2217249

0.87

 

 

September 14, 2018

(19063)

(0.01)

Transfer

2198186

0.86

 

 

January 11, 2019

(33161)

(0.01)

Transfer

2165025

0.85

 

 

March 31, 2019

 

 

 

2165025

0.85

5 General Insurance Corporation Of India

1901000

0.74

April 1,2018

 

 

 

1901000

0.74

 

 

August 10, 2018

(26568)

(0.01)

Transfer

1874432

0.73

 

 

August 17, 2018

(23432)

(0.01)

Transfer

1851000

0.72

 

 

November 2, 2018

(11404)

(0.00)

Transfer

1839596

0.72

 

 

November 9, 2018

(41364)

(0.02)

Transfer

1798232

0.70

 

 

November 16, 2018

(63740)

(0.02)

Transfer

1734492

0.68

 

 

November 23, 2018

(39062)

(0.02)

Transfer

1695430

0.66

 

 

November 30, 2018

(138355)

(0.05)

Transfer

1557075

0.61

 

 

December 7, 2018

(9564)

(0.00)

Transfer

1547511

0.60

 

 

March 31, 2019

 

 

 

1547511

0.60

 

S. Name No.

No. of shares at the beginning (April 1, 2018)

% of total shares of the Company

Date of increase/ decrease in shareholding

Increase/ Decrease in shareholding (As per weekly benpos)

% change

Reason

Cumulative Shareholding during the year (April 1, 2018 to March 31, 2019)

No. of shares

% of total shares of the Company

6 Rohini Nilekani

1500346

0.59

April 1,2018

 

 

 

1500346

0.59

 

 

August 31, 2018

200000

0.08

Transfer

1700346

0.66

 

 

September 7, 2018

200000

0.08

Transfer

1900346

0.74

 

 

September 14, 2018

18052

0.01

Transfer

1918398

0.75

 

 

October 12, 2018

200000

0.08

Transfer

2118398

0.83

 

 

March 31. 2019

 

 

 

2118398

0.83

7 The Master Trust Bank Of Japan, Ltd. As Trustee Of Nissay India Equity Selection Mother Fund

1159608

0.45

April 1,2018

 

 

 

1159608

0.45

 

 

April 27, 2018

6320

0.00

Transfer

1165928

0.46

 

 

May 4, 2018

4141

0.00

Transfer

1170069

0.46

 

 

May 11, 2018

6348

0.00

Transfer

1176417

0.46

 

 

May 18, 2018

10038

0.00

Transfer

1186455

0.46

 

 

May 25, 2018

5767

0.00

Transfer

1192222

0.47

 

 

June 15, 2018

14638

0.01

Transfer

1206860

0.47

 

 

June 22, 2018

7901

0.00

Transfer

1214761

0.47

 

 

June 29, 2018

96671

0.04

Transfer

1311432

0.51

 

 

July 6, 2018

44592

0.02

Transfer

1356024

0.53

 

 

July 13, 2018

16823

0.01

Transfer

1372847

0.54

 

 

July 18, 2018

22493

0.01

Transfer

1395340

0.54

 

 

July 20, 2018

10936

0.00

Transfer

1406276

0.55

 

 

July 27, 2018

29441

0.01

Transfer

1435717

0.56

 

 

August 3, 2018

177293

0.07

Transfer

1613010

0.63

 

 

August 10, 2018

369876

0.14

Transfer

1982886

0.77

 

 

August 17, 2018

110135

0.04

Transfer

2093021

0.82

 

 

January 25, 2019

(7439)

(0.00)

Transfer

2085582

0.81

 

 

February 1, 2019

(23753)

(0.01)

Transfer

2061829

0.81

 

 

February 8, 2019

(20748)

(0.01)

Transfer

2041081

0.80

 

 

February 15, 2019

(147156)

(0.06)

Transfer

1893925

0.74

 

 

February 22, 2019

(35079)

(0.01)

Transfer

1858846

0.73

 

 

March 1, 2019

(13624)

(0.01)

Transfer

1845222

0.72

 

 

March 8, 2019

(16378)

(0.01)

Transfer

1828844

0.71

 

 

March 15, 2019

(30764)

(0.01)

Transfer

1798098

0.70

 

 

March 22, 2019

(27765)

(0.01)

Transfer

1770333

0.69

 

 

March 29, 2019

(34688)

(0.01)

Transfer

1735645

0.68

 

 

March 31, 2019

 

 

 

1735645

0.68

8 Ishares Core Emerging Markets Mauritius Co

959273

0.37

April 1,2018

 

 

 

959273

0.37

 

 

April 6, 2018

9408

0.00

Transfer

968681

0.38

 

 

April 13, 2018

8064

0.00

Transfer

976745

0.38

 

 

April 20, 2018

11424

0.00

Transfer

988169

0.39

 

 

April 27, 2018

6720

0.00

Transfer

994889

0.39

 

 

July 20, 2018

2688

0.00

Transfer

997577

0.39

 

 

July 27, 2018

12895

0.01

Transfer

1010472

0.39

 

 

August 3, 2018

31151

0.01

Transfer

1041623

0.41

 

 

August 10, 2018

6705

0.00

Transfer

1048328

0.41

 

 

August 31, 2018

7436

0.00

Transfer

1055764

0.41

 

 

September 7, 2018

2704

0.00

Transfer

1058468

0.41

 

 

September 28, 2018

3380

0.00

Transfer

1061848

0.41

 

 

October 5, 2018

5408

0.00

Transfer

1067256

0.42

 

 

November 9, 2018

3265

0.00

Transfer

1070521

0.42

 

S. Name No.

No. of shares at the beginning (April 1, 2018)

% of total shares of the Company

Date of increase/ decrease in shareholding

Increase/ Decrease in shareholding (As per weekly benpos)

% change

Reason

Cumulative Shareholding during the year ( April 1, 2018 to March 31, 2019)

No. of shares

% of total shares of the Company

 

 

 

November 16, 2018

18367

0.01

Transfer

1088888

0.43

 

 

November 23, 2018

22308

0.01

Transfer

1111196

0.43

 

 

November 30, 2018

11492

0.00

Transfer

1122688

0.44

 

 

December 7, 2018

27169

0.01

Transfer

1149857

0.45

 

 

December 14, 2018

3927

0.00

Transfer

1153784

0.45

 

 

December 21, 2018

1352

0.00

Transfer

1155136

0.45

 

 

January 11, 2019

16407

0.01

Transfer

1171543

0.46

 

 

January 18, 2019

18173

0.01

Transfer

1189716

0.46

 

 

January 25, 2019

26634

0.01

Transfer

1216350

0.48

 

 

February 1, 2019

16080

0.01

Transfer

1232430

0.48

 

 

February 8, 2019

(118706)

(0.05)

Transfer

1113724

0.43

 

 

February 15, 2019

6525

0.00

Transfer

1120249

0.44

 

 

February 22, 2019

(4693)

(0.00)

Transfer

1115556

0.44

 

 

March 1,2019

(8920)

(0.00)

Transfer

1106636

0.43

 

 

March 8, 2019

(19226)

(0.01)

Transfer

1087410

0.42

 

 

March 22, 2019

1140

0.00

Transfer

1088550

0.43

 

 

March 29, 2019

1710

0.00

Transfer

1090260

0.43

 

 

March 31, 2019

 

 

 

1090260

0.43

9 Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity Index Funds

854541

0.33

April 1,2018

 

 

 

854541

0.33

 

 

March 31, 2019

 

 

 

854541

0.33

10 Vanguard Total International Stock Index Fund

748110

0.29

April 1,2018

 

 

 

748110

0.29

 

 

October 26, 2018

80000

0.03

Transfer

828110

0.32

 

 

March 31, 2019

 

 

 

828110

0.32

11 HDFC Through its Various Schemes1

550733

0.22

April 1,2018

 

 

 

550733

0.22

 

 

March 31, 2019

 

 

 

550733

0.22

'Ceased to be in the list of top ten shareholders as on March 31, 2019. The same is reflected above since the shareholder was one of the top ten shareholders as on April 1,2018.

2 Not in the list of top ten shareholders as on April 1, 2018. The same is reflected above since the shareholder was one of the top ten shareholders as on March 31, 2019.

(v) Shareholding of Directors and Key Managerial Personnel:

None of the Directors and Key Managerial Personnel of the Company were holding shares in the Company at the beginning of the year, during the year and at the end of the year.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Rs Million)

 

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

i. Principal Amount

-

1000.0

-

1000.0

ii. Interest due but not paid

 

-

 

iii. Interest accrued but not due

 

3.7

-

3.7

Total (i+ii+iii)

-

1003.7

-

1003.7

Change in Indebtedness during the financial year

• Addition

 

24805.3

-

24805.3

• Reduction

 

25000.0

 

25000.0

Net Change

-

(194.7)

-

(194.7)

Indebtedness at the end of the financial year

i. Principal Amount

 

805.3

 

805.3

ii. Interest due but not paid

-

-

 

iii. Interest accrued but not due

 

4.1

-

4.1

Total (i+ii+iii)

 

809.4

-

809.4

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director (MD), Whole-Time Directors (WTD) and/or Manager:

 

(In Rs)

S. No.

Particulars of Remuneration

Name of the MD/WTD/Manager

Total Amount

Mr. Sunil Wadhwa

Mr. Gaurav Manoher Negi

Mr. Nagesh Tilwani

1.

Gross salary

26,673,645

20,793,831

9,511,398

57,224,110

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

 

 

 

 

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

256,036

16,278

232,956

260,034

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

-

 

 

-

2.

Stock Option

 

 

 

 

3.

Sweat Equity

 

 

 

 

4.

Commission (as % of profits, others)

 

 

 

 

5.

Others, (Retiral Benefits)

1,008,600

1,034,051

554,953

2,597,604

6.

Total(A)

27,938,281

21,844,159

10,299,307

60,081,747

Ceiling as per the Act (being 10% of the net profits of the Company calculated as per Section 198 of the 344.6 Million Companies Act, 2013)

B. Remuneration to Other Directors:

 

 

 

(In Rs)

s.No.

Particulars of Remuneration

Name of the Directors

Total Amount

1

Independent Directors

Mr. Rakesh Nath

Mr. Bhanu Bhushan

Dr. Kirit S. Parikh

Ms. Neera Saggi

Fee for attending Board/ committee meetings

1,340,000

1,200,000

1,460,000

1,300,000

5,300,000

Commission

1,500,000

1,500,000

1,500,000

1,500,000

6,000,000

Others

Nil

Nil

Nil

Nil

Nil

Total (1)

2,840,000

2,700,000

2,960,000

2,800,000

11,300,000

2

Other Non-Executive Directors

Mr. Stephane Cai

 

 

 

 

Fee for attending Board/ committee meetings

Nil

 

 

 

Nil

Commission

Nil

 

 

 

Nil

Others

Nil

 

 

 

Nil

Total (2)

Nil

 

 

 

Nil

Total (B) = (1+2)

 

 

 

 

11,300,000

Total Managerial Remuneration (A+B)

 

 

 

 

71,381,747

Overall ceiling as per the Act (being 11% of the net profits of the Company calculated as per section 198 of the 379 Million Companies Act, 2013)

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

(In Rs)

S. No.

Particulars of Remuneration

Name of Key Managerial Personnel

 

Mr. Manoj Prasad Singh

 

 

Company Secretary

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

There have been no penalties/punishments/compounding of offences under Companies Act, 2013.

1

Gross salary

 

a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

4,433,192

b) Value of perquisites u/s 17(2) Income-tax Act, 1961

114,744

c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

 

2

Stock Option

 

3

Sweat Equity

 

4

Commission (as % of profit, others)

 

5

Others (Retiral Benefits)

417,104

 

Total

4,965,039

"ANNEXURE F" TO THE DIRECTORS' REPORT CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(Particulars under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014)

A CONSERVATION OF ENERGY

1. Vadodara Unit

(i) The steps taken or impact on conservation of energy

In 500KW Vapour Phased Drying Oven water cooled Vacuum pump replaced with Air cooled Vacuum pump saving electricity cost by W.5 million per annum

Replaced Water cooled pump with Air cooled Vacuum pump in 3 Water filtration plant saving electricity cost by Rs 0.6 million per annum

Replaced High Watts Metal Halide lamp with Low Watts LED lights in Test Lab, Core Shop, Admin block, Periphery area

Excrete water of RO system utilized for toilet flushing saving 108 kilo litre of Raw water/Annum

High Volume Low Speed Fan installed in Tanking Area as alternate for High Wattage Air Handling unit

Motion sensor has been installed in toilet to save electricity

Air leak reduction in Capacitor bank station by upgrading Pneumatic line PU pipe

Tree plantation to increase facility green belt area.

(ii) The steps taken by the Company for utilizing alternate sources of energy

Treated water from Sewage Treatment Plant (STP) used for gardening and fire hydrant system saving raw water consumption by 25,000 litre per annum Solar system installation evaluation in progress.

(iii) The capital investment on energy conservation equipment Rs 3.2 Million for LED Lights & Air-cooled Pump.

2. Naini Unit

(i) The steps taken or impact on conservation of energy

High wattage HPMV lamps replaced by low wattage LED lights in winding shop, UHV Lab,

Canteen and for street illumination which shall reduce power consumption approximately 1,30,000 kWh per annum and thus a saving of Rs 1.2 million per annum.

Motion Sensors installed at places to avoid undue illumination.

Lime coating on the office roofs to reduce AC load.

(ii) The steps taken by the Company for utilising alternate sources of energy Drinking water RO units execrated water used in Gardening.

(iii) The capital investment on energy conservation equipment

Nil

3. Pallavaram Unit

(i) The steps taken or impact on conservation of energy 400 number of Conventional fluorescent tubes replaced by LED lamps resulting in power savings 80,000 Units per year.

(ii) The steps taken by the Company for utilising alternate sources of energy 0.30 MW of roof top solar panels installed on Opex model in collaboration with TATA Solar power and awaiting Utility approval for consumption.

(iii) The capital investment on energy conservation equipments

Capital investment of approximately Rs 1.0 million used for the installation of LED lamps (as mentioned above)

4. Hosur Unit

(i) The steps taken or impact on conservation of energy

Replacement of Metal Halide and CFL lights with LED bulbs leading to annual savings of Rs 0.5 million and 60MWh

Lightweight Aluminium Alloy blowers installed in Ovens leading to reduced power requirement with an annual savings of 24 MWh.

Based on an audit on Air compressor pipelines, leaks found were arrested in the pneumatic network. Only one of the two compressors are being alternatively used now leading to substantial savings.

Optimized use of ovens and autoclaves to reduce the energy consumption.

Based on the walk-through audit, initiation on arresting of heat loss due to leaks in ovens doors initiated.

(ii) The steps taken by the Company for utilising alternate sources of energy Solar natural light being used by using transparent roof sheets in the morning and afternoon time in the shop-floors. More than 5% of the roof is with translucent sheets.

Roof-Top Solar Energy Generation Project of 832 kWp initiated and will be completed in 2018-19.

(iii) The capital investment on energy conservation equipments

Rs 0.8 million

5. Padappai Unit

(i) The steps taken or impact on conservation of energy

Solar street light provided at 4 nodal corners.

The energy conservative measures taken during 2016-17 is fetching consistent results for 2 years in a row and given saving of 5% per year aggregate. The diesel cost incurred during 2018 is 11% less when compared to 2017.

Over 100 new saplings new sapling planted and aggregate of 10% increase in the plant green coverage.

(ii) The steps taken by the Company for utilizing alternate sources of energy

Solar street light provided at 4 nodal corners.

(iii) The capital investment on energy conservation equipment

Investment made for Natural lighting - Rs 0.17 million.

B TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption& development

For Power Transformer range of 765 kV & 400 kV Lead exit assembly system implemented with in-house design resulting in improved quality, reduced insulation weight, simplified supply chain and cost optimization resulting in lesser use of natural resources.

Successful delivery of the first 220kV digital Substation of India.

Release of 30% space in EHV circuit breaker line at Padapai site by implementation of "Mix Model Single Line" for product type GL309/GL312 & GL314 by work stations simplification using 3P methodology.

Brilliant Factory Initiative: Lean

1) Continuous impact focused action workouts conducted.

Value stream mapping carried out in CT & CVT sections and improvement actions identified. Continual efforts being made to reduce manufacturing as well as Wall to Wall lead times.

Good reduction of lead times realised in both CT (Manufacturing LT from 84 days to 67 days, Wall to wall LT from 237 days to 172 days) & CVT (Manufacturing LT from 60 days to 37 days, Wall to wall LT from 228 days to 166 days).

Implementation of Digital tools in like Material optimization suite (MOS), E - Andon, Digital reactivity board, GE Operating Standard (GEOS) has contributed in dynamic monitoring of supply chain KPIs.

Lean Six Sigma Process improvement projects contributing to significant operational performance improvement were successfully executed

High level of employee engagement initiatives like Team touch point review, E Eureka -employee suggestion scheme, Expert Talk, 5S Award scheme for manufacturing lines, Safety day celebrations, Quality week celebration etc.

2) Structured KAIZEN program deployed

Suggestion scheme relaunched to generate ideas and realise incremental improvements.

Continuous improvement culture with emphasis on problem solving capabilities enhanced.

Brilliant Factory Initiative: Digital

1) Introduced digital operating standards tool for monitoring the key performance indicators: Safety, Quality, Delivery, Inventory at Cell, Plant and Business Level.

Real time information flow is supporting to KPI improvements across the plant.

Deployment of Lean initiatives continued, resulting in significant improvement of maturity on lean manufacturing and digital initiatives contributing to operational improvement.

Implementation of one moving line, Dynamic Kitting, Test equipment's Automation

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution etc.

Cost out actions leading to optimised 400 kV CT& CVT versions industrialised.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

For details regarding imported technology and status regarding their absorption, please see the Schedule annexed hereto

C FOREIGN EXCHANGE EARNINGS

Foreign Exchange earned (in terms of actual inflow): Rs 5,928.3 million

Foreign Exchange outgo (in terms of actual outflow): Rs 9,191.8 million

 

 

For and on behalf of the Board

 

Sunil Wadhwa

Gaurav M. Negi

Place : Noida

Managing Director

Whole-time Director & Chief Financial Officer

Date: May 22, 2019

DIN: 00259638

DIN : 02835748

Schedule with reference to B (iii)

Technology

Year of Import

Status of absorption

World's largest Wide Area Monitoring system under implementation-system provides complete observability of Indian Power system in real-time & On-line Analytics for dynamic behavior assessment

2016-17

Fully absorbed

Intelligent Line Monitoring System (ILMS) Dynamic Line Rating Application

2017-18

Fully absorbed

Full Digital Substation Project with Process Bus Technology Substation fully absorbed and energised

2017-18

Fully absorbed

400kV Digital Bay with Digital Instrument Transformer

2017-18

Under Absorption

Travelling Wave Fault Locator; Transmission Line Fault Location detection.

2017-18

Fully absorbed

Greenfield Digital Substation Solution on Process Bus, IEC61850 Ed2.0, based on Merging Unit Concept

2017-18

Fully absorbed

Pilot Smart Grid Project with State Utility HPSEB

2017-18

Fully absorbed

3 phase reactors with external tie rod arrangement for optimized losses

2017-18

Fully absorbed

Distribution Management System

2017-18

Fully absorbed

800KV CIS with & without PIR in Industrialized at Padappai

2017-18

Fully absorbed

Track Side Transformer upto 220kV

2018-19

Under Absorption

(iv) The expenditure incurred on Research and Development

i) Capital

:Nil

ii) Recurring

:Rs. 173.8 million

iii) Total

:Rs 173.8 million

iv) Total R&D expenditure

 

as % on turnover

: 0.4%

"ANNEXURE G" TO THE DIRECTORS' REPORT

FORM NO. MR-3: SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31,2019

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

GET&D INDIA LIMITED

(Formerly known as Alstom T & D India Limited)

CIN: L31102DL1957PLC193993

Registered Office Address: - A-18, First Floor,

Okhla Industrial Area, Phase II,

New Delhi- 110020

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GE T&D INDIA LIMITED (Formerly known as Alstom T & D India Limited) (hereinafter called 'the Company'). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2019 according to the provisions of: -

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(d) The Securities and Exchange Board of India (Issue of Capi tal and Disclosure Requirements) Regulations, 2018; -Not Applicable

(e) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 - Not Applicable

(f) The Securities and Exchange Board of India (Issue and Listing of Debt securities) Regulations, 2008;- Not Applicable

(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(h) The Securities and Exchange Board of India (Delisting of Equity shares) Regulations, 2009;

(i) The Securities and Exchange Board of India (Buy back of securities) Regulations, 2018; - Not Applicable

(vi) The Company has identified following laws applicable specifically to the Company:

1. The Industrial (Development and Regulation) Act, 1951;

2. The Factories Act, 1948 & Central Rules or concerned State Rules, made thereunder;

3. The Environment (Protection) Act, 1986;

4. The Water (Prevention and Control of Pollution) Act, 1974 & Central Rules/concerned state rules;

5. The Air (Prevention and Control of Pollution) Act, 1981 & Central Rules/concerned state rules;

6. The Hazardous Wastes (Management and Handling) Rules, 1989;

7. The Manufacturing, Storage and Import of Hazardous Chemicals Rules, 1989;

8. The Boilers Act, 1923 and read with Indian Boilers Regulation 1950;

We have also examined compliance with the applicable provisions of the following:-

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited, National Stock Exchange of India.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Standards and Guidelines etc. mentioned above.

We further report that the Board of Directors of the Company has been duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least  seven days in advance and in case of shorter notice, compliance as required under the Act has been made by the Company and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out with requisite majority of the members of the Board or committees as the case may be. Further there is no case of views of the dissenting members as per the recordings in the minutes of the meetings of the Board or Committee(s) thereof.

We further report that there are adequate systems and process in the company commensurate with the size and operations of the company to monitor and ensure compliances with the applicable laws, rules, regulations and guidelines.

We further report that during the audit period, the Company has the following events/actions in pursuance of the above referred laws, rules, regulations, standards & guidelines:

During the period under review the Company has voluntarily delisted its shares from Calcutta Stock Exchange w.e.f 21st February ,2019

For VKC & Associates

(Company Secretaries)

CS Mohit K Dixit

Partner

Date: May 22, 2019 ACS No. 49021

Place: New Delhi C P No. 17827

Note: This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

ANNEXURE A

To

The Members,

GET&D INDIA LIMITED

CIN: L31102DL1957PLC193993

Registered Office Address: - A-18, First Floor,

Okhla Industrial Area, Phase II,

New Delhi -110020.

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For VKC & Associates

(Company Secretaries)

 

CS Mohit K Dixit

Partner

Date: May 22, 2019 ACS No. 49021

Place: New Delhi C P No. 17827

 

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