As on: Dec 08, 2024 08:39 AM
DEAR SHAREHOLDERS,
Your Directors present the 32nd Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31st March 2024 ('FY 2023-24')
FINANCIAL HIGHLIGHTS
(H in million)
DIVIDEND
In compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations'), as amended from time to time, your Company has adopted a Dividend Distribution Policy. This policy specifies the parameters of distribution of dividend with objective of delivering sustainable value to its stakeholders. The Dividend Distribution Policy of the Company is annexed as Annexure A' to this Report.
After reviewing the annual financial statements of the Company for FY 2023-24, the Board did not recommend any dividend for the said financial year.
TRANSFER TO RESERVES
No amount was transferred to reserves during FY 2023-24.
Powering the nation with more reliable, affordable, and sustainable energy
STATE OF COMPANY'S AFFAIRS
Operations - The year in review
Economic Outlook:
Emerging from the pandemic's shadow and leveraging last year's lower baseline, the global economy demonstrated a resilient recovery, particularly as advanced economies emerged stronger amid concerns of recession. The two primary challenges from the previous year-escalating inflation and reduced consumer demand due to central bank tightening-have alleviated, leading to stronger-than- anticipated economic growth in the latter half of the year for many economies. While global growth surpassed initial projections, this positive trend wasn't uniform, with some regions like the Euro area and certain low-income economies experiencing subdued growth due to high debt levels.
In the Indian context, the positive momentum and optimism persisted throughout FY23-24, propelled by strong domestic demand and substantial capital expenditure investments. In the third quarter of the fiscal year, the nation recorded a GDP growth rate of 8.4%, surpassing the RBI's forecast of 6.6%. The significant growth in the construction sector (10.7%) and manufacturing (8.5%) notably contributed to the third-quarter performance. Despite exceeding expectations, India's growth trajectory is expected to moderate in FY24-25, primarily due to challenges such as tight global financial conditions and sluggish trade growth.
The country continues to experience strong demand for energy, with electricity consumption growing by 7% in FY23- 24, following an 8.6% increase reported in the previous year. This consecutive growth has propelled the country ahead of Japan and Korea in terms of electricity usage. The International Energy Agency (IEA) forecasts a further 6.5% rise in electricity demand over the next three years until 2026, driven by the country's robust economic growth and increased cooling needs.
The escalating electricity consumption in the country is propelling a surge in coal demand, given that fossil fuel still dominates with over 75% contribution to total power generation. As evidenced by a recent Kpler report, India's coal imports have spiked by 23.8% to 42.79 million tons during the January to March 2024 period, compared to 34.57 million tons in the corresponding timeframe last year1. To cater to the escalating power requirements spurred by robust economic growth, the government has renewed its focus on electricity generation through thermal power plants. This renewed emphasis is evident from the increasing coal stockpile and the extension of the operational lifespan of many existing coal assets.
The heightened focus on thermal plants through the revitalization of older coal plants is an opportunity for your Company as it undergoes business restructuring and elevates its service capabilities. Additionally, with the Flue Gas Desulphurisation (FGD) deadline approaching in just under two and a half years, there is a growing optimism for a revival in order flow, as evidenced by the two orders received by the company this fiscal year. However, the industry has yet to achieve stability in terms of consistent order flow in this area and of a potential extension of emission deadline is delaying ordering.
Company Performance:
Over the past couple of years, your Company has diligently expanded its service capabilities, leading to an increased share of services in the total revenue breakdown. Noteworthy is the fact that among the three core segments your Company operates in-FGD, Services, and Hydro-the turnaround time (TAT) of services is the shortest, accelerating profitability, margins and cash conversion.
BOILERS
Key erection and commissioning progress on projects with BHEL- GE Partnership
1X800 MW North Chennai: Synchronization completed
1X660 MW Bhusawal: Synchronization completed
1X660 MW Panki : Non-Drainable Hydro test completed
Manufacturing highlights of FY23-24 from Durgapur Factory
Boiler pressure part manufacturing
Supply of Economiser, Nox Sofa and other parts to various customers like NTPC, Vedanta, Hindalco, Aditya Birla Group, Adani Group, RPG Dhariwal and Haldia sites etc.
Supply of SS304H Shop Febricated Hoppers, E&C and mandatory spares to L&T.
Export
Supply of Boiler Tubes Pressure Parts to Shoiba Electric Corporation.
New product Initiatives
Coal Nozzle tip supplied to JPL Tamnar.
New Built
Two pass Boiler coloured sectional view
Your Company's execution unit at Noida and manufacturing facility at Durgapur, West Bengal, are capable of designing and manufacturing supercritical and ultra-critical Boilers, using the latest manufacturing technologies. Your Company accomplished these significant milestones in FY 2023-24
Major Milestone achieved by your Company in FY 2023-24
2X660 MW Maitree: PG test conducted for both the units.
3X660 MW North Karanpura: PG test completed for unit 1 and COD completed for unit 2
3X660 MW Nabinagar: PG test completed for unit 1 and 2
2X800 MW Telangana: COD completed for unit 1 and 2
2X660 MW Banharapali: PG test conducted for both the units
2X800 MW Darlipali: PG test completed for unit 1
100 % pressure parts supplies completed for Patartu unit 2 and unit 3
MILLS
Highlights during FY 2023-24
16 Mills supply completed for NTPC Rihnad Mill spare parts supplied for Mouda projects.
Supply of Journal shaft and bowl hub assembly part for PAITON Power plant
New Product Initiative
Lance Tubes were supplied to Primemetal for Tata Steel
Other Services Jobs
Vedanta Jharsuguda: Supply of unit 4 completed
FGD
Shell and bottom plate for Annupur completed for MB Power
2X660 MW NTPC Tanda WFGD unit 1: 720 hours trial operation successfully demonstrated, and completion of facilities milestone achieved.
Matarbari SWFGD and ESP unit 1: Performance
Guarantee tests completed for SWFGD and ESP.
1X150 MW Aditya Lapanga DFGD: Performance guarantee test successfully demonstrated.
5X210 MW NTPC Unchahar Stage-I, II, III WFGD: Wet Stack erection completion milestone achieved for both units, retention milestone completion signed off.
3X500 MW APCPL Jhajjar WFGD unit 2: Hot Gas-in achieved and trial operation started in unit 2.
MB Power Anuppur WFGD unit 1 and 2: 100% supplies completed for both units ahead of schedule, hot gas-in milestone achieved for unit 1.
GSEPL Sikka WFGD: Site infrastructure development and construction work started.
MB Power Anuppur WFGD Unit-1 and 2:
100%
MB Power's Annupur power plant
Key milestones achieved in projects under execution during FY 2023-24
1X500 MW NTPC Unchahar Stage IV WFGD: Category-I PG tests conducted and successfully demonstrated.
3X500 MW APCPL Jhajjar WFGD unit 1: 720 hours trial operation successfully demonstrated, and completion of facilities milestone achieved.
2X660 MW MUNL Meja WFGD unit 1 and 2: 720 hours trial operation successfully demonstrated, and completion of facilities milestone achieved for both units.
2X660 MW NTPC Solapur WFGD unit 2: 720 hours trial operation successfully demonstrated, and completion of facilities milestone achieved.
AIR QUALITY CONTROL SYSTEMS, supplies completed for both units ahead of schedule, hot gas-in milestone achieved for Unit-1.
SERVICES
In alignment with its strategy, your Company continued to achieve growth in the services business. The services team achieved record order and revenue milestones for the year. Key milestones achieved in FY 2023-24:
Your Company continued investing in R&D/ New Product Introduction (NPI) fund throughout the year. These investments along with CAPEX in tools and instruments is helping your Company grow its services business creating differentiation and value for the customers.
As part of the MOU with NTPC, successfully conducted pilot test at NTPC-Tanda power plant and achieved 20%
torrefied biomass cofiring for the coal unit. This level of cofiring is the highest achieved successfully in India so far.
Investing in developing other solutions in the field of decarbonized and sustainable coal power.
Key Milestones Achieved-Domestic
Significant NOx emission reduction for various units of NTPC-Vindhyachal, Mouda, Barauni, Talcher, Tata Jojobera, UPRVUNL-Anpara etc through combustion modification projects implemented at these units.
Successful completion of PG tests conducted at these sites supporting with statutory compliance to stringent limits of NOx emissions for coal units in India.
Full stator rewind of THRI- GVPI generator for Adhunik Power
First of a kind NOx control solution was developed and successfully implemented for Chinese make coal units (4X300MW) for CESC Haldia and Dhariwal.
Successfully designed and implemented boiler and APH modification for Chinese make units of Vendata- Jharsugada/ Lajigad significantly improving its availability, reliability, and performance.
ESP upgrade for Chinese make ESP successfully implemented at DPL (300 MW). This was accomplished with appreciable reduction in stack SPM emissions.
Manufacture and supplied Boiler critical parts for JSPL, Monnet Power, Angul. This has helped customer in reviving its stranded coal assets in a timely manner.
Executed inspection/ outage/ overhauls for oOEM BHEL/ Chinese make STG units at various sites-JITPL-Derang (600MW), JSW Ratnagiri (300MW), MPPGCL-Satpura (250MW), LANCO Amarkantak (300MW), KSK-Mahanadi (600MW), SKS Power (300MW), Rattan power (270MW)- enabling such units to restart them earlier than their schedule.
1st time repaired oOEM BHEL make 600 MW Brushless Exciter Stator of JPL Tamnar in-house one week ahead of schedule thereby saving significant generation loss for the customer.
Job of full stator rewind of BHEL make THRI- GVPI generator of 270MW at Adhunik Power was successfully completed and delivered eight days ahead of schedule deploying first of a kind indigenously developed stator bar removing tooling.
Completed on-time delivery of Boiler Economizer Coils from Durgapur factory for MPPGCL-SGTPS Birsinghpur to match the customer outage schedule.
CUPREPLEX cleaning of Generator stator winding, successfully completed for 500MW unit of NTPC-Korba, significantly improving unit's availability and reliability.
1st time repaired oOEM BHEL make
600 MW
Brushless Exciter Stator of JPL Tamnar in-house one week ahead of schedule thereby saving significant Generation loss for the customer
AUTOMATION AND CONTROL .
Successfully commissioned Generator Health and Monitoring (GHM) System at NTPC Ramagundam, unit 2 thereby supporting cost-effective, condition-based generator maintenance strategy for increasing plant's availability and reliability.
Successfully completed first of a kind retrofit project for supply of AVR and GPR for GTG-2 at NFL Vijaipur of industrial segment.
Successfully completed PSS (Power System Stabilizer) tuning/optimization for RKM Powergen and TAQA Neyveli projects in India.
Completed the Performance & Guarantee (PG) test of DCS system for NTPC Solapur Station C&I project.
Successfully commissioned the Generator Control Panel (GCP) at unit 3, NEEPCO wherein the unit has been brought back to operation after major overhaul and long shutdown.
Completed factory acceptance test and dispatch of AVR & GPR for NFL-Vijaypur project.
Key Milestones achieved- Export
Successfully exported spares material for Coal Mills to M/S Cenal Elektrik Uretim A.S., Istanbul, Turkey for their Karabiga 2X660 MW ultra supercritical coal fired power plant.
DCS expansion work completed for Banyan Power Station, Semcorp Energy, Singapore.
Commissioning for Tuzla power Plant HMI upgrade with cyber security package at Bosnia.
Employees at work at the Automation and Controls facility in Noida
Supplied two units (GTG and STG) of Excitation System for (328MW) Paula Sakra plant-Singapore.
Successfully completed ALSPA HMI upgrade for Berlin balancing plant-Germany, KlongLuang power station- Thailand.
Supplied spares for Excitation/DCS system for Shunkavile, Hulu, Bosachu, Banyan etc.
NTPC -Barh- supply of missing boiler parts for Russian boiler unit.
power projects for extended scope, Equipment only and Aero projects for Main machine accessories, balance of plant equipment and systems, Heat Recovery Steam Generator. Some of the key projects where the team is involved are Hsinta, Taichung projects part of Taiwan power corporation megadeal, Chung Chia in Taiwan; Ostroleka in Poland; CS Energy in Australia; Orot Rabin in Israel.
HYDRO
GAS POWER
The Gas Power business of your Company is actively involved in supporting managing projects in South Asia region, and gas projects globally for Engineering, Procurement and Construction services.
The Gas Power Noida Execution centre of your Company is presently engaged in supporting for Project Management, Engineering, Procurement, Construction and commissioning for GE scope in some of key gas power projects in the South Asia region which are Summit Meghanghat II, Unique Meghnaghat in Bangladesh.
Further engineering team of Gas power is engaged in carrying out basic and detailed engineering for global gas
A service job for Bhaba delivered within 24 hours by Hydro Services team.
Unit 3 of Bhaba HEP plant tripped in June 2023 and even after several trials customer couldn't restore it. There was a major fault in the governing system. The plant underwent a forced shut down in the peak season for generation due to this.
RAW 9HA Gas turbine
Your Company supported Bhaba HEP plant (3X40 MW) of HPSEBL customer by fixing a governing system issue which had led to forced shut down. The team extended support within 24 hours of the initial request. Customer appreciated the response time and immediate support from the team.
Two units boxed up for Lower Solu and gearing up for the last phase of execution.
Lower Solu project site has progressed well in the last year 2023-24. The Turbine and Generator unit 1 and 2 is boxed up and is indeed a significant milestone for the project. It indicates that the installation of these components has been completed and they are now securely housed.
Completion of the remaining plant's-mechanical, electrical and control system is in full swing. This stage involves the integration of various systems and components necessary for the operation of the hydroelectric project.
The 2X41 MW Lower Solu Hydroelectric project is being developed by Solu Hydro Power Limited, which is promoted by the Triveni Group of Nepal. This project is expected to contribute significantly to Nepal's renewable energy sector and provide clean electricity to the region.
Tehri project progress.
Tehri project achieved some critical assemblies and erections at site in the last year 2023-24. Rotor assemblies in unit 6 and 7 have been lowered and installed in the pit by your Company.
Other critical components such as lowered horizontal penstock for unit 7 and 8, upper bracket erection completed for unit 6, Rotor ELCID test completed successfully for unit 7, runner lowered into the pit for unit 7 and MIV assembled and lowered in the pit for unit 6. Tehri erection is ongoing in full swing to meet the customer's targeted date of completion of units.
Tehri Hydro Development Corporation India Limited awarded delivery of 4X250 MW pumped storage variable speed systems (unit no. 5, 6, 7 & 8) to your Company. For a total of 1 GW of renewable energy to contribute to India's national grid by the end of 2023.
Successful commissioning and synchronization of Angat AU1 & MU3.
Successful commissioning and synchronization of the auxiliary unit 1 and main unit 3 of the Angat Hydropower Rehabilitation Project (AHRP) achieved in 2023-24. It's a significant achievement to have the units achieve synchronization at 100% load with the Philippines grid.
This achievement marks another significant step forward in the Angat Hydropower Rehabilitation Project.
Tidong Project boxed-up unit 3.
The project witnessed many successful milestones beginning with the lowering of unit 3 Main Inlet Valve (MIV), unit 3 runner installation followed with the boxing up of two units. The site team also celebrated the unit 3 run out under self-execution mode achieving better tolerances in the run-out compared to unit 1 and unit 2. 50% better tolerance than unit 1. Your Company has successfully boxed-up all three units of Tidong project in the year 2023-24.
Subansiri Project completes critical tests.
Lower Solu project site
Your Company completed successful pressure testing of unit 3 spiral case and the HV test for unit 3 rotor, significant milestones for the project. NHPC customer witnessed the tests and is satisfied with the results.
The project is now moving forward with concreting of the barrel and the erection of the turbine, generator, and MIV, crucial step in the project's progress.
The team also celebrated 1000 Safe Workdays at site in early October 2023 with customer recognition.
Kundah completes major supplies to site and 115 CHPs.
Kundah project witnessed many dispatches in 2023-24. Your Company supplied all major packages (comprising >97% material).
Your Company completed 115 CHPs (Customer Hold Points) performed and attended virtually and in-person by the customer. This is special for Kundah as it involves multiple stakeholders including MEIL (First customer) - SMEC (MEIL consultant), TANGEDCO (END USER) - WAPCOS (TANGEDCO's consultant).
Your Company was entrusted to supply and commission four 125 MW fixed speed pumped storage turbines for the Kundah hydropower plant in Tamil Nadu, India by Megha
WAY FORWARD
Coal is poised to maintain a significant role in India's economic growth trajectory, especially with thermal plants playing a pivotal role in power generation to meet the country's escalating electricity demands. Despite the government's emphasis on expanding renewable energy capacity, the increased production and imports of coal over recent years, coupled with expectations for the near future, underscore India's steadfast commitment to ensuring reliable and affordable electricity. Although India has committed to gradually reducing the consumption of polluting fuels as part of its path towards achieving net- zero emissions by the targeted year 2070, the coal industry anticipates a ramp-up in activity over the next decade.
For your Company, the business areas that continue to be in focus are Services including core services, and upgrades, brownfield FGD equipment supply, Durgapur factory to export parts to select countries and additionally equipment supply for pressure vessels and cryogenic applications and services as well as selective cash and margin accretive Hydro PSP projects.
Engineering and Infrastructure Limited (MEIL) and the end user Tamil Nadu Generation and Distribution Corporation Limited (TANGEDCO).
ENVIRONMENT, HEALTH AND SAFETY (EHS)
For your Company, safety, health and well-being of employees, contractors and customers are of prime importance. Your Company is governed by its EHS directives and instructions to protect itself and its stakeholders. EHS process is managed in accordance with the highest standards and from time to time, which are evaluated. The EHS management system of the company is robust and certified for ISO 14001 & ISO 45001. Your Company follows 'Zero Tolerance to Life Saving Principles Deviation Policy'. In addition to this, every stakeholder is authorized to 'Stop Work' when there is a potential threat of individual injury / illness or having chances of property damages. Your Company observes and monitors behaviour of workmen, supervisors and employees. Safe behaviour is appreciated; however, any at-risk behaviour is strictly addressed through the Just & Fair approach system which involves coaching, issuing warnings, implementing suspensions or considering terminations. Concurrently, in the event of any EHS incidents (near miss, Level D, Level C, Level B, Level A), your Company conducts comprehensive investigation and subsequently rolls out corresponding actions across the business in India to mitigate the risk of recurrence. All locations have well-equipped healthcare facilities and arrangement for emergencies. Employees at all levels are given trainings so that they have an understanding of EHS requirements and build a culture of safety and well-being.
DIRECTORS
In compliance with Sections 152, 196, 197 and 203 of the Companies Act, 2013 ('Act') read with Schedule V and other applicable provisions of the Act and the Articles of Association of the Company the Board in its meeting held on 06 October 2023, basis the recommendation of Nomination and Remuneration Committee, re-appointed Mr. Yogesh Gupta, Whole time Director and Chief Financial Officer of the Company for the second term of one (1) year with effect from 16 December 2023 to 15 December 2024, liable to retire by rotation subject to the approval of the members and such other approvals as may be required. His appointment was subsequently approved by the members of the Company through Postal Ballot on 06 December 2023.
The Board recommends re-appointment of Mr. Yogesh Gupta, Whole time Director and Chief Financial Officer (DIN 01393032), who is liable to retire by rotation in the ensuing AGM.
In compliance with Sections 149, 197 of the Act read with applicable Schedules and other applicable provisions of the Act and the Articles of Association of the Company and Listing Regulations and basis the recommendation of Nomination and Remuneration Committee, the Board of Directors in its meeting held on 22 May 2024 appointed Mr. Ashok Kumar Barat (DIN 00492930) as Additional Independent Director for a first term of five (5) consecutive years with effect from 01 June 2024 to 31 May 2029, not liable to retire by rotation, subject to the approval of members. He is eligible to hold office as Additional Director till date ensuing AGM.
In compliance with Sections 149, 197 of the Act read with applicable Schedules and other applicable provisions of the Act and the Articles of Association of the Company and Listing Regulations and basis the recommendation of Nomination and Remuneration Committee, the Board of Directors in its meeting held on 22 May 2024 appointed Mr. Ravinder Singh Dhillon (DIN 00278074) as Additional Independent Director for a first term of five (5) consecutive years with effect from 01 June 2024 to 31 May 2029, not liable to retire by rotation, subject to the approval of members. He is eligible to hold office as Additional Director till date ensuing AGM.
The Board in its meeting held on 22 May 2024 recommended to the members of the Company, the appointment of Mr. Ashok Kumar Barat (DIN 00492930) and Mr. Ravinder Singh Dhillon (DIN 00278074) as Independent Directors for first term of five (5) consecutive years with effect from 01 June 2024 to 31 May 2029, not liable to retire by rotation.
All the Independent Directors/Additional Independent Directors have declared that they meet the criteria of independence as laid down under the Act/Listing Regulations/any other applicable law along with a declaration of compliance of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The Independent Directors are not liable to retire by rotation. Dr. Uddesh Kumar Kohli and Mr. Arun Kannan Thiagarajan shall be completing their tenure for the term of two consecutive five years as Independent Directors of the Company with effect from the closing hours of 24 July 2024.
Further, the Company has in place the Code of Conduct for Directors and senior management personnel. The Company is in receipt of disclosures from Directors and senior management personnel with respect to adherence of the aforesaid code during FY 2023-24.
The particulars in respect of directors seeking appointment/reappointment as required under Regulation 36(3) of Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India forms part of the Corporate Governance Report and Statement pursuant to Section 102 of the Act forming part of the AGM Notice. Pursuant to the provisions of Sections 152, 160 and any other applicable provisions of the Act and the Listing Regulations, inter-alia basis the performance evaluation, their expertise in specific functional areas, background, contribution towards Company's performance etc. and as per the recommendation of the Nomination and Remuneration Committee, the Board recommends aforesaid reappointment.
GE SHARE PURCHASE PLAN
GE Share Purchase Plan is a global benefit plan offered to full time employees including GE Power India Ltd. Eligible employees have the option to purchase the GE share of General electric company, USA by electing a monthly amount to be taken out of their pay. For Indian employees under GE Power India Ltd. employees are entitled to purchase GE share up to 25% of the monthly salary. GE Share participants also receive a 15% Company match on their elected contributions. There is no holding or lock-in period on the shares received and they may be sold or transferred at any time.
The GE Share Purchase plan had been approved by the members of the Company in the 27th Annual General Meeting held on 23 July 2019.
The Company does not issue any shares of the Company (including sweat equity shares) to its employees under any scheme.
REGISTERED OFFICE
The Registered Office of the Company is situated at Regus Magnum Business Centers, 11th floor, Platina, Block G, Plot C-59, BKC, Bandra (E), Mumbai, Maharashtra - 400051. There was no change in the address of Registered office during the FY 2023-24.
MEETINGS OF BOARD AND ITS COMMITTEES
The Board meets at regular intervals to discuss on Company/ business's policy, strategy and financial results apart from other Board business. The Board/Committee Meetings are pre-scheduled and a tentative quarterly/half yearly calendar of the Board and Committee Meetings is discussed and finalized by the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. The maximum interval between any two Board Meetings did not exceed one hundred and twenty (120) days.
In order to further strengthen the Corporate Governance practices in the Company and to maintain the corporate culture of conscience and consciousness towards shareholders and other stakeholders, the Company has non-mandatory committees in place which focus on strategy, innovation, sustainability, gender diversity etc. to help concentration on key areas thereby enhancing the Board processes.
Your Company comprises of five mandatory committees which includes Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management committee. Apart from the mandatory committee your Company has three non-mandatory committees which includes Sustainability Committee, Inclusion & Diversity Committee and Strategy & Innovation Committee and subcommittee to Strategy & Innovation Committee known as Investment Committee.
The details of composition/change in composition, meetings, and attendance etc. at the meetings of Board and its committees held during the FY 2023-24 and its terms of reference are provided in Corporate Governance Report which forms part of this Report.
The Secretarial Standard on Meetings of the Board of Directors (SS-1) and the Secretarial Standard on General Meetings (SS- 2) issued by the Institute of Company Secretaries of India have been duly complied.
Non-mandatory Committees of the Company are managed in compliance with Secretarial Standards -1 on meetings of the Board of Directors issued by the Institute of Company Secretaries of India to the extent possible.
RECOMMENDATIONS OF AUDIT COMMITTEE
Your Company has an Audit Committee of the Board of Directors in place. The terms of reference of the Audit Committee are in line with Section 177 of the Act and the Listing Regulations, as amended. There were no recommendations made by the Audit Committee which were not accepted by the Board. There were no frauds reported by Auditors of your Company under sub-section 12 of section 143 of the Act for the FY 2023-24.
NOMINATION AND REMUNERATION POLICY
Your Company has in place a Nomination and Remuneration Policy to ensure that the Board and top Management is appropriately constituted to meet its fiduciary obligation to stakeholders, to identify and determine the integrity, qualification, expertise and experience of persons who are qualified to become Directors or who may be appointed in senior management and/or as Key Managerial Personnel of the Company. This policy inter-alia lays down the guidelines relating to appointment and remuneration for Executive Directors, Non-Executive Directors/Independent Directors, Key Managerial Personnel and Senior Management, skill mapping of director before appointment, alignment with current HR policies of the Company, criteria for paying remuneration/commission to Non-Executive Directors etc. and can be accessed at www.gevernova.com/regions/in/ge-power-india-limited.
BOARD EVALUATION
Pursuant to the provisions of the Act and the Listing Regulations, the Non-Executive, Non-Independent Director and the Executive Directors of the Company were evaluated by the Independent Directors of the Company in a separate meeting of Independent Directors held during the year. The formal annual evaluation of the Independent Directors, Board as a whole, Chairman, Committees namely Audit Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, Nomination and Remuneration Committee, Strategy & Innovation Committee, Inclusion & Diversity Committee and
Sustainability Committee and all the individual Directors were undertaken in the Board meeting. More details on the same including the evaluation mechanism are provided in the Corporate Governance Report which forms part of this Annual Report.
AUDITORS AND AUDIT REPORT
Statutory Auditors
The Statutory Auditors of the Company, M/s Deloitte Haskins & Sells (Firm Registration No. 015125N) were appointed at the 29th Annual General Meeting of the Company to hold office for a term of five (5) consecutive years until the conclusion of the 34th Annual General Meeting of the Company at a remuneration as may be decided by the Board of Directors of the Company.
Brief profile of Deloitte Haskins & Sells inter-alia highlighting their competence and experience is given in the Notice of AGM.
Cost Auditors
Pursuant to Section 148 of the Act, your Directors, on the recommendation of the Audit Committee, appointed M/s Yogesh Gupta & Associates, Cost Accountants as Cost Auditors of your Company for the FY 2024-25 to carry out the cost audit for the applicable business at a remuneration of ? 3,00,000/- (Rupees Three Lakh only) plus applicable taxes and reimbursement of out of pocket expenses. A Certificate from M/s Yogesh Gupta & Associates, Cost Accountants has been received confirming that their appointment as Cost Auditors of the Company, would be in accordance with the limits specified under Section 141 of the Act.
Brief profile of M/s Yogesh Gupta & Associates, Cost Accountants inter-alia highlighting their competence and experience is given in the Notice of AGM.
As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the members of the Company in the general meeting for ratification. Accordingly, the Board of Directors of the Company recommends to members the ratification of the remuneration payable to M/s Yogesh Gupta & Associates, Cost Accountants for the FY 2024-25 at the ensuing Annual General Meeting.
The Cost records as specified by the Central Government in compliance with sub-section (1) of section 148 of the Companies Act, 2013 are being duly maintained by the Company.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Act your Directors appointed M/s Hemant Singh & Associates, Company Secretaries to undertake the Secretarial Audit of your Company for FY 2023-24. The Secretarial Audit Report in Form MR-3 for FY 2023-24 is annexed as Annexure B' to this Report.
Further in compliance with Regulation 24A of Listing Regulations, Annual Secretarial Compliance Report for the year ended 31 March 2024, issued by M/s Hemant Singh & Your Directors state that:
DIRECTORS' RESPONSIBILITY STATEMENT
I. in the preparation of the annual financial statements for the year ended 31 March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
II. such accounting policies have been selected and applied consistently and made such judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 31 March 2024 and of the profit of the Company for that period;
III. proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
Associates, Company Secretaries is annexed as 'Annexure C' to this Report. The same was filed with stock exchanges (BSE & NSE) on 22 May 2024.
Brief profile of M/s Hemant Singh & Associates, Company Secretaries inter-alia highlighting their competence and experience is given in the Notice of AGM.
There were no qualifications, reservations, observations or adverse remarks made by the Auditors in their report for FY 2023-24.
IV. the annual financial statements have been prepared on a going concern basis;
V. financial control been laid down and followed by the Company and that such internal financial controls are adequate and are operating effectively; and
VI. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Employees on shopfloor at Durgapur factory
SUBSIDIARIES / JOINT VENTURES
GE Power Boilers Services Limited ('GEPBSL') is a wholly owned subsidiary of the Company. It is a non-material non-listed Indian subsidiary. It was initially engaged in the services related to boilers. The aforesaid subsidiary did not have any business operations during the year. During FY 2023-24, GEPBSL had other income of H (0.01) million (Previous Year : H 5.7 million) along with Loss after tax of H 0.01 million (Previous Year : Profit after tax of H 5.7 million). As at 31 March 2024, GEPBSL's accumulated losses of H 3.8 million have eroded its paid-up equity capital of H 3.4 million.
In compliance with the first proviso to sub-section 3 of section 129 of the Act a statement containing salient features of the financial statement of Company's subsidiary for FY 2023-24 in the prescribed format Form AOC-1 is as under :-
Part A: Subsidiaries
(? in million)
Reporting period for the subsidiary is same as holding Company's reporting period i.e. from 1 April to 31 March. The above-mentioned subsidiary is not a foreign subsidiary and its reporting currency is Indian Rupee (?).
Part B: Associates and Joint Ventures
The Company holds 3,000,000 equity shares of ? 10 each in NTPC GE Power Services Private Limited (NGSL). The Company is having 50% voting rights and right to net assets in NGSL thereby giving joint control over NGSL. Investment in Joint venture is accounted for using the equity method of accounting, after initially being recognized at cost. During the FY 2023-24, NGSL had a total profit after tax of H 115.0 million out of which H 57.5 million has been recognised part of your company's financials.
Key updates during FY 2023-24:-
Achieved Revenue H 5,060 million and Profit Before Tax H 252.6 million, all time high in NGSL's history
Order Book H 15,250 million and Order inflow H 5,090 million
Credit rating from ICRA released, Long Term A+ and Short Term A1
Shares of Associate or Joint Ventures held by the company on the year end
Profit or Loss for the year*
* The management certified accounts have been considered for consolidation.
Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures basis the management certified accounts
Received new order from Green Valley Renewal Energy Limited for 80 MW Solar Project, Panchet
PROMOTER SHAREHOLDING AND WEBSITE
The name of the immediate holding company is GE Steam Power International BV. It holds 46,102,083 equity shares constituting 68.58% of the paid-up capital of the Company. There is no change in the said holding till the date of this report. With effect from 02 April 2024 the ultimate holding company of GE Power India Limited has changed from General Electric Company to GE Vernova Inc. The same was intimated to stock exchanges on 03 April 2024.
The website of the Company has changed from www.ge.com/in/ge-power-india-limited to www.gevernova.com/regions/in/ge-power-india-limited
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with provisions of Section 129 of the Act and Listing Regulations, as amended, your Company has prepared Consolidated Financial Statements in accordance with the requirements of Ind-AS Rules. The Audited Consolidated Financial Statements along with the Auditors' Report thereon forms part of this Annual Report.
Further, as per the fourth proviso of Section 136(1) of the Act, Audited Financial Statements of the subsidiary Company have been displayed on the website of the Company viz. https://www.gevernova.com/regions/in/ge-power-india- limited. Members interested in obtaining a copy of audited financial statements of the subsidiary Company may write to the Company Secretary of the Company.
VIGIL MECHANISM
Your Company is committed to best Corporate Practices based on the principle of transparency, accountability, fairness and integrity to create long term sustainable value for its stakeholders. Your Company has in place Vigil Mechanism (Ombuds and Open Reporting Procedure) to provide an avenue to all Stakeholders to report concerns, whether actual or potential, about integrity violation or violation of law. The Company provides adequate safeguard to the Concern Raiser. If a Concern Raiser faces any retaliation as a result of reporting a Concern or supporting an investigation, the aforesaid Procedure provides adequate provision to report the incident to the Chairman of the Audit Committee. In addition, your Company has adopted an internal Code of Conduct namely 'The Spirit & The Letter'('S&L') which is followed by anyone who works for or represents GE, which includes your Company.
Employees have the power to influence GE's reputation worldwide by how they embrace the spirit of integrity. The Spirit & The Letter and the said policy helps ensure that the work employees do continues our long-standing tradition of working with unyielding integrity. It helps us create an atmosphere where people want to work without any fear.
During the year, 26 stakeholders' complaints were received and all of them have been resolved to the satisfaction of the complainants. Out of the total resolved complaints ~ 45% of the complaints were confirmed.
The aforesaid policies are available on the Company's website viz. https://www.gevernova.com/regions/in/ge- power-india-limited.
FIXED DEPOSIT
Summary of the latest and highest credit rating obtained by the Company during FY 2023-24 is provided below: -
CREDIT RATING
The Company has not accepted any deposits and as such no amount of principal or interest was outstanding as at the end of FY 2023-24.
For your Company, safety, health and well-being of employees, contractors and customers are of prime importance. Your Company is governed by its EHS directives and instructions to protect itself and its stakeholders. EHS process is managed in accordance with the highest standards and from time to time, which are evaluated. The EHS Management system of the company is robust & certified for ISO 14001 & ISO 45001. Your Company follows 'Zero Tolerance to Life Saving Principles (LSP) Deviation Policy'. In addition to this, every stakeholder is authorized to 'Stop Work' when there is a potential threat of individual injury / illness or having chances of property damages. Your company observe and monitor behaviours of workmen, supervisors and employees. The Company has a mechanism that appreciates safe behaviour demonstrated by a worker/ employee while at-risk behaviour demonstrated by a worker/ employee is addressed through just & fair approach system which involves coaching, issuing warnings, implementing suspensions or considering terminations. Concurrently, in the event of any EHS incidents (Near miss, Level D, Level C, Level B, Level A), your company conducts comprehensive investigation and subsequently rolls out corresponding actions to mitigate the risk of recurrence. All locations have well-equipped healthcare facilities and arrangement for emergencies. Employees at all levels are given trainings on EHS to build a culture of safety and well-being.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis is presented in a separate section, which forms part of this Annual Report.
CORPORATE GOVERNANCE REPORT
The Corporate Governance Report is presented in a separate section, which forms part of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year your Company granted new Inter-Corporate Deposits (ICDs) under cashpool transaction with LM Wind Power Blades (India) Private Limited ('LM Wind') to the tune of H 700 million (maximum amount lent excluding interest earned). Also, there were no ICDs subsisting as on the date of this report. Particulars of investments made by your Company during FY 2023-24 have been provided in Note no. 21 of the Notes to Standalone Financial Statements which forms part of this Annual Report. The rate of interest for aforesaid ICDs was of 7.02% p.a. All the ICDs were granted in compliance with Section 186 of the Act. The aforesaid ICDs were granted for business purposes only.
Your Company has not given any Guarantee during FY 2023-24.
RELATED PARTY TRANSACTIONS
Your Company has in place a Related Party Transactions Policy. During FY 2023-24, shareholders' approval for Material related party transaction was obtained at the 31st Annual General Meeting of the Company and vide postal ballot approved by the members on 06 December 2023. Omnibus approval for related party transactions (at arm's length and in ordinary course of business) which were foreseen and repetitive in nature was obtained from the Audit Committee. All the related party transactions entered during the year were at arm's length and in ordinary course of business except the ones for which separate approval was taken under the provisions of Section 188 of the Companies Act, 2013 from the Audit Committee and the Board.
However, the Company has not entered into any transaction which may be considered material in terms of Section 188 of the Act and thus disclosure in Form AOC-2 is not applicable to the Company. The disclosures pertaining to transactions with Related Parties in compliance with applicable accounting standards have been provided in Note no. 36(b) of the Notes to Standalone Financial Statements.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Act is annexed as Annexure D' to this Report.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Board of Directors of your Company has laid down a Risk Management Policy for the Company. Further the Company has Risk Management Committee (RMC) in place. The Committee assists the Board in fulfilling its risk management oversight responsibilities with regard to identification, evaluation and mitigation of critical risks - strategic as well as operational. The Company has an enterprise risk management (ERM) framework in place. This helps in identifying elements of risks inherent to the business linked to various activities such as tendering, contract execution, operational and financial management, environment, health and safety, reputation and image, currency fluctuation, compliance etc. These risks are assessed with respect to factors - external as well as internal to your Company that can impact its business operations and growth aspirations. There is a structured process to identify enterprise level critical risks and to develop their respective mitigation action plans. Status of these risks and mitigation action plans are periodically reviewed by the RMC.
The framework of Internal Financials Controls (IFC) and the system of Internal Audit complements the Policy by scientifically identifying, scoping and mapping risks to significant businesses, profit centers and functional areas. Risk matrices that map controls against risks in each area, are evaluated periodically. There exists an objective rating criterion for observations and time bound mitigations that are monitored. 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 your Company.
REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder the Company has in place a policy on Sexual Harassment at workplace. The Company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. During FY 2023-24, the Company conducted awareness programs remotely, covering employees at its various locations in respect to sexual harassment at workplace. No case was reported relating to sexual harassment during FY 2023-24.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Board of Directors of your Company is satisfied with the internal financial control process with reference to the financial statements. 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.
ANNUAL RETURN
In accordance with the Act, the annual return in the prescribed format is available at www.gevernova.com/regions/in/ge- power-india-limited/reports-financials.
PARTICULARS OF EMPLOYEES
The information as required under Section 197 of the Act in respect of employees of the Company is annexed as Annexure E' to this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed against your Company by the regulators or courts or tribunals during FY 2023-24 impacting the going concern status and your Company's operations in future.
MATERIAL CHANGES AND COMMITMENTS, IF ANY OR ANY OTHER MATERIAL EVENT HAVING AN IMPACT ON THE AFFAIRS OF THE COMPANY.
There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of FY 2023-24 and on the date of the report.
GENERAL DISCLOSURES
I. During the FY 2023-24, no case against the Company under the Insolvency and Bankruptcy Code, 2016 ('Code') was initiated and is subsisting as on 31 March 2024.
Update on case reported in FY 2022-23
Unistar Metals Private Limited Vs GE Power India Limited
* Forum: NCLT, Mumbai
. Filing Date: 03.06.2022
* Proceedings initiated under: The petitioner had moved the application under section 9 of the IBC, 2016 to initiate a corporate insolvency resolution process on account of alleged failure of the Company to pay for certain goods supplied by the petitioner.
* Status as on 31.03.2024: The petition was disposed of by NCLT, Mumbai Bench vide order dated 10 January 2024.
II. There was no instance of onetime settlement with any Bank or Financial Institution.
III. There has been no change in the nature of business of the Company.
IV. During the year the Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility and inclusiveness are part of the Company's sustainability strategy. Diversity, efficient resources management and engaging our internal and external stakeholders in the process of sustainability are part of the overall agenda. Through employee volunteering, sustainability goals and CSR efforts, the Company has endeavoured to prioritise commitment towards sustainable and inclusive development.
During FY 2023-24, the Company did not have the statutory CSR budget under the Act. However, apart from continuing the Ongoing Projects, the Company voluntarily spent ? 5,50,000 towards Education program in GE Model Tribal villages promoting education and rural development during FY 2023-24.
INITIATIVE UNDERTAKEN BY YOUR COMPANY IN FY 2023-24
Basic Education for poor children in the tribal villages of Durgapur
Your Company in partnership with Swami Vivekananda Vani Prachar Samity (SVVPS) provided basic education in tribal villages of Durgapur, Paschim Bardhaman, West Bengal (Moldanga, Fuljhor & Kathaldanga) benefitting the education of 138 Children. This project included running of 3 education centres at Modaldanga, Bon Fuljhor and Kathaldanga which facilitated in providing teachers, educational materials like Books, copies etc., organizing cultural programs, annual sports and excursion. The Project got completed during FY 2023-24.
ONGOING PROJECTS UNDERTAKEN BY YOUR COMPANY OF FY 2021-22
Employment linked Skill Training Program for youths
Your Company in partnership with Tech Mahindra Foundation has initiated a project which aimed at providing employable skills in Amazon Web Services (AWS) re/Start program on Cloud Computing to 1,000 youths from Delhi, Chandigarh, Bangalore, Chennai, Delhi NCR, Hyderabad, Kolkata, Mumbai, Pune and Visakhapatnam. AWS re/Start is a full-time, classroom- based skills development and training program that prepares learners for entry- level careers in cloud computing technology and connects them to potential employers. Through real-world, scenario-based learning, hands-on labs, learners gain the technical skills they need for entry-level cloud roles. AWS re/Start also focuses on building professional skills such as adaptive communication, time management, and collaboration. Under the said program, 1,286 students have been enrolled out of which 995 students have graduated while 468 students have been successfully placed. The program's mission is to build a diverse pipeline of entry-level cloud talent. This project began in FY 2021-22 and was marked as an Ongoing project which is targeted to be completed before 31 March 2025.
INVESTOR EDUCATION & PROTECTION FUND (IEPF)
Pursuant to Section 124(5) of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the Rules'), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. Since, in the FY 2015-16, since no dividend was declared by the Company. Hence, under Section 124(5) of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the Rules'), no unpaid or unclaimed dividend and shares were required to be transferred by the Company to the IEPF established by the Central Government.
No dividend was declared or paid by the Company for FY 2022-23, hence no amount was due to be credited in compliance with Section 124(6) of the Act) to IEPF Authority during the FY 2023-24. Additionally, no dividend has been declared by the Company for FY 2023-24.
As per the records of the Company, 30,601 equity shares are eligible to be transferred to IEPF Authority in this financial year for the dividend paid by the Company in FY 2016-17. Accordingly, the Company vide letter/email dated 22 May 2024 has written to shareholders to claim dividends which stand unpaid/unclaimed for the last seven consecutive years i.e., since FY 2016-17 on or before 30 August 2024. Thereafter, the dividend for the year mentioned above shall be transferred to IEPF and its corresponding eligible shares shall also be transferred to demat account maintained by IEPF.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company is submitting Business Responsibility and Sustainability Report as Annexure G' to this Report.
ACKNOWLEDGEMENTS
The Board of Directors take this opportunity to thank all its shareholders, valued customers, banks, Government and statutory authorities, investors and stock exchanges for their continued support to the Company. Your Directors wish to place on record their deep sense of appreciation for the committed services by employees. Your Directors acknowledge with gratitude the encouragement and support extended by the valued shareholders and the Promoter of the Company.
For and on behalf of the Board of Directors