To
The Members,
Your Directors are pleased to present the Fortieth (40th)
Annual Report of your Company together with the Audited Financial Statements of the
Company for the Financial Year ended 31st March, 2025.
FINANCIAL PERFORMANCE:
| Particulars |
FY 2024-25 |
FY 2023-24 |
| Revenue from Operations |
1,25,626 |
1,34,864 |
| Less: Operating Expenses |
85,013 |
96,744 |
| Operating Profit |
40,613 |
38,120 |
| Add: Other Income |
6,883 |
7,640 |
| Profit Before Interest, Tax, Depreciation and Amortisation |
47,496 |
45,760 |
| Less: Finance Cost |
3193 |
3,720 |
| Profit Before Tax, Depreciation and Amortisation |
44,303 |
42,040 |
| Less: Depreciation and Amortisation |
17,008 |
16,789 |
| Profit Before Tax |
27,295 |
25,252 |
| Less: Tax Expenses |
6,151 |
5,401 |
| Profit After Tax |
21,144 |
19,851 |
| Add: Other Comprehensive Income (net of tax) |
(2,332) |
942 |
| Total Comprehensive Income |
18,812 |
20,793 |
| Balance in Retained Earnings at the beginning of the year |
14,765 |
10,361 |
| Balance in Retained Earnings at the end of the year |
20,669 |
14,765 |
Dividend:
Your Directors are happy to recommend a Dividend of ' 4.09 (Rupees Four
& Paise Nine) per share on 15,52,15,944 Equity Shares of ' 10/- each fully paid up,
for the year ended on 31st March, 2025 (Previous year ' 3.95 per share). The
Dividend, if approved by the Shareholders at the ensuing 40th Annual General
Meeting (AGM), shall be paid to those Members, whose names appear in the Register of
Members of the Company as on 12th September, 2025. In respect of Shares held in
dematerialized form, it will be paid to Shareholders whose names are furnished by National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL), as beneficial owners as on 12th September, 2025.
OPERATIONS
Surat Lignite Power Plant (SLPP):
Phase-I (2 x 125 MW Units 1 & 2):
During the year under review, Phase-I generated 1513.626 Million Units
(MUs) with 69.12% Plant Load Factor (PLF) against the Budgeted target of 1664.364 MUs with
76.00% PLF. Plant availability was 83.89% against the Budgeted target of 83.42%.
Commercial availability was 70.14% against the Budgeted target of 75.70%. Plant
Performance was affected mainly due to increase in system partial loading and increase in
Unit-1 Overhauling duration. Increase in System partial loading was mainly due to heavy
and continuous rain during monsoon and extended monsoon. Unit-1 Planned Outage was taken
from 15/11/2024 to 22/12/2024 for Overhauling. Unit-2 planned outage was taken from
20/08/2024 to 07/09/2024 to carry out planned maintenance works.
The overall Plant Performance is better in comparison to the previous
year corresponding period.
Phase-II (2 x 125 MW Units 3 & 4):
During the year under review, Phase-II generated 1651.153 MUs with
75.40% PLF against the Budgeted target of 1725.853 MUs with 78.81% PLF. Plant availability
was 81.78% against the Budgeted target of 84.72%. Commercial availability was 79.57%
against the Budgeted target of 80.01 %. Plant Performance was affected mainly due to
increase in Unit outages. Unit-4 Planned Outage was taken from 01/07/2024 to 16/08/2024
for Overhauling.
The overall Plant Performance is better in comparison to the previous
year corresponding period.
Constant endeavors are being made to improve the overall performance of
the Units, including technology improvement and modifications. The required maintenance
program for the upkeep of the Units was undertaken during the year under review.
Mining:
During the year under review, Valia Lignite Mine has recorded the
lignite production of 29.75 Lakh Te as against 25.73 Lakh Te during the preceding year and
Vastan Lignite Mine has recorded the lignite production of 4.40 Lakh Te as against 4.70
Lakh Te during the preceding year.
Most of the requirement of lignite was met from our captive Vastan
Lignite Mine and Mangrol-Valia Lignite Mine. To meet the demand of all the four units for
operations during monsoon, the Lignite Stock of 11.72 Lakh Te was created on 30/06/2024 as
against the previous year's stock of 11.98 Lakh Te on 30/06/2023.
• Re-Handling of External Overburden Dump and Backfilling at North
Pit of Vastan Lignite Mine:
Work for the Re-Handling of External Overburden Dump and Backfilling at
North Pit of Vastan Lignite Mine has been awarded and started.
By Re-Handling of External Overburden Dump and Backfilling at North Pit
of Vastan Lignite Mine, we will be able to get about 218.00 Ha area (reclaimed area and
space available at external dump area) for the installation of Solar Power Plant.
• Limestone Lease Allocation:
To fulfil the limestone requirement for the balance life of existing
500 MW Power Plant and extended life of existing Power Plant, a limestone block (80.00 Ha)
adjacent to existing Vastan limestone mine has been notified by the Ministry of Mines, GoI
vide letter dated 27/02/2024 and Letter of Intent (LOI) has been issued by IMD.
• Achieved Zero Accident Level:
Due to its hazardous nature, mining has been and continues to be an
industry where the concern for miners' safety is of great importance. Your Company has
achieved "Zero Accident Level" during the FY 2024-25 by maintaining and meeting
the highest standards of safety norms in its mines.
112.4 MW Wind Power Projects:
The Company has total installed and commissioned capacity of
112.4 MW of Wind Power Projects at different sites / locations across
State of Gujarat.
During the year under review, the 112.4 MW Wind farms have generated
170.38 MUs at a Capacity Utilization Factor (CUF) of 17.30% as against budgeted generation
of 220.05 MUs at a CUF of 22.35%.
Generation from Wind farms had been significantly lower than the budget
& corresponding period of the previous year mainly due to heavy rain across Gujarat
during July & August 2024 leading to submergence of Pooling Sub Stations, water
logging on approach roads, damage to transmission infrastructure
262 MW Solar Power Projects:
The Company has total installed and commissioned capacity of 262 MW of
Solar Power Projects at different sites / locations across State of Gujarat.
During the year under review, 262 MW Solar Power Projects generated
526.43 MUs at a CUF of 22.94% against the budgeted generation of 546.43 MUs at a CUF of
23.81%.
Generation is lower than budget and corresponding period of the
previous year mainly due to outage of transmission line in the month of June 24 for
shifting of 400 kV line due to Bharat Mala Express Highway by PGCIL. Also, generation was
affected due to lower Solar Radiation than corresponding period of the previous at
Charanka and Raghanesda site during Q2 of FY 2024-25 and excessive rain & cloudy days.
Vadodara Gas Based Stations:
Station- I (145 MW):
Station was not in operation during the year under review due to
non-availability of APM gas/cheaper Spot gas.
Major plant equipment like GTs, GTGs, HRSGs & STG are kept under
preservation and other plant auxiliaries are checked regularly for their availability.
Station - II (165 MW):
Station II was also not in operation during the year under review due
to non-availability of cheap Spot gas. Critical Plant systems are checked and Transformers
are periodically charged to maintain their availability.
Safety Performance:
The health and safety of all the employees is a prime concern of the
Company. Your Directors are happy to inform that your Company is making sincere and
committed efforts to maintain the safety of Plant equipment and creating a safe and
healthy work environment for the employees. The Company has been spending adequate amount
commensurate with its requirement on the health and safety related activities. Constant
efforts are made to maintain accident free operations at all the locations. Your Directors
are glad to inform that the Company has successfully completed accident free operations
for the entire year under review i.e. FY 2024-25.
Safety Audit is conducted through external competent agency to ensure
zero accident and cover all employees and contract workmen for safety related training.
Environmental Protection:
The Company recognizes Environment Management as an integral function
of its operations. Towards this, your Company has adopted appropriate technology for
control of pollutants at source.
• Vadodara Plant:
Your Company had also imposed total ban on using thermocol and plastic
below 40 micron size packing material for all incoming goods and the same is in force.
Disposal of e-waste generated has been arranged through Central Pollution Control Board
(CPCB) registered Vendors.
• Surat Lignite Power Plant (SLPP):
During the year under review, your Company replaced internals of total
three (3) fields of Electrostatic Precipitator (ESP) and revived 3 nos. dummy ESP fields
along with repair/ replacement/ strengthening of ESP casing/ structure at total
expenditure of approx. ' 15.29 Crores to reduce suspended particulate matter (SPM)
emission through stack / chimney to meet new Environmental norms of Ministry of
Environment, Forest & Climate Change (MoEF & CC), Govt. of India.
Your Company has generated green campus/ environment for better green
coverage.
Growth Plans:
2375 MW Khavda Renewable Energy (RE) Park:
Your Directors are pleased to inform that your Company has been
allotted land at Great Rann of Kutch near Khavda to set up 2375 MW of Renewable Energy
(RE) Park. This Park is being developed as a part of prestigious 30 GW RE Park planned
near International Border in Great Rann of Kutch. Ministry of New & Renewable Energy
(MNRE) has approved entire RE park under Ultra Mega Renewable Energy Power Project
(UMREPP) Mode-8 to avail benefit of Central Financial Assistance (CFA).
The major work orders for developing RE park infrastructure such as
Pooling sub-stations, Transmission Line, internal roads & drains have been issued.
Construction work at site is under progress. Construction work for dedicated 400 KV
Transmission Line has been completed from PSS-1 up to KPS-II Sub-station and successfully
charged on 30/04/2025. PSS-1 400 KV GIS system and 2 Nos. of Power Transformers have been
successfully Energized. With this, 100% power evacuation capacity is available for GIPCL
600 MW Solar Project. All internal roads, drains and Pond works have been completed.
Construction work for 1200 MW Pooling Substation-2 is under progress.
Critical Equipment's like 400 kV GIS System, Power Transformers, 33 kV Switchgears etc.
have already been received at site.
The entire RE Park capacity is expected to be completed by December
2026 in a phase manner.
600 MW Solar Power Project at Khavda:
Your Directors are pleased to inform that your Company has successfully
bid for 600 MW Solar Power Project under Green shoe option of Gujarat Urja Vikas Nigam
Limited (GUVNL) Tender. The Company has received the Letter of Intent (LoI) for the
project from GUVNL in the month of May 2023 and PPA has been signed in August 2023. The
Company has appointed M/s. Tata Consulting Engineers (M/s. TCE) as Project Management
Consultant and work order for Balance of System (BoS) package and supply of Solar PV
Modules have been issued. The site is fully mobilized and Construction work for BoS
package is under advanced stage. All materials and equipment's have been delivered at
site.
Connectivity for power evacuation has already been secured from CTUIL
for the project. In line with the project completion timeline, the Company has identified
priority 105 MW commissioned on 27th June, 2025.
500 MW Solar Project at Khavda
Your Directors are pleased to inform that your Company has already
signed PPA with GUVNL for 500 MW Solar PV project at Khavda RE Park in the month of
October 2023.The PPA has been approved by GERC vide Order dated 25/09/2024. Contract
awarded for Balance of System (BoS) package and supply of Solar PV Modules for 500 MW
Solar Project. The site is fully mobilized and Construction work for BoS package is under
progress. The land for the project is in possession and power evacuation connectivity has
been obtained.
75 MW Solar Power Project at Vastan - Near Surat Lignite Power Plant.
Your Directors are pleased to inform you that the Company is
establishing a 75 MW Solar power plant under the group captive model for Gujarat State
Fertilizers & Chemicals Limited and Gujarat Alkalies and Chemicals Limited. This
project is being developed on reclaimed mining land at the Surat Lignite Power Plant, in
alignment with the Gujarat Renewable Energy Policy 2023 announced by the Government of
Gujarat.
The EPC contract for the project was awarded on April 22, 2024, with a
scheduled completion timeline of 330 days and Phase-I comprising 25 MW is commissioned on
22/04/2025 and the remaining Phase-II comprising 50 MW capacity is also commissioned on
24/06/2025.
Accreditation for Integrated Management System (IMS) under ISO
certifications:
Your Directors are pleased to inform that your Company has been
successfully Recertified for Integrated Management System (IMS) with Renewal of ISO
9001:2015, ISO 14001:2015, ISO 45001:2018 & ISO 50001:2018 certifications for further
period of three (3) years, on the basis of audit result / findings done in the year 2025
and commitment from Top Management.
Awards and Accolades:
Your Directors are pleased to inform that during the year under review,
the Company has received following Awards:
• GIPCL-SLPP awarded Winner of "Power Plant Performance
Award-2024" in "Power Plant Performer-2024 < 500 MW - Lignite" category
for fourth consecutive year, conferred by Mission Energy Foundation during Flex-24
Conference & Awards program on Thermal Power Plants on 24th April 2024.
• GIPCL-SLPP awarded Winner of "Water Optimization
Award-2024" in "Best Water Efficient Plant < 500 MW", Western Region -
Lignite category, conferred by Mission Energy Foundation during Flex-24 Conference &
Awards program on Thermal Power Plants on 24th April 2024.
• GIPCL-SLPP received "National Efficiency Award-2024"
under "Best Energy Efficient Plant - Lignite" category, conferred by Mission
Energy Foundation during Flex-24 Conference & Awards program on Thermal Power Plants
on 24th April 2024.
• GIPCL-SLPP received "National Energy Management
Award-2024" for Outstanding Performance in Energy Conservation & Management,
conferred by Confederation of Indian Industry (CII), Hyderabad and identified as 'Energy
Efficient Unit'. The award was received on 12th September 2024.
• GIPCL-SLPP awarded Winner of "Water Optimization
Award-2025" in "Best Water Efficient Plant < 500 MW", Western Region -
Lignite category for third consecutive year, conferred by Mission Energy Foundation during
6th Annual Water Optimization Awards-2025 program on 10th January
2025.
• GIPCL - SLPP awarded Winner of "National Fly Ash
Utilization Award-2025" for Fly Ash Utilization in Thermal Power Stations in
"Efficient Management of Fly Ash 5001000 MW (State Sector, Western region)"
category, for eighth consecutive year at 14th Fly Ash Utilization
Conference-EXPO-Awards-2025 Organized by Mission Energy Foundation, supported By Ministry
of Coal, Ministry of Power, Ministry of Road Transport and Highways and Ministry of
Environment & Forest on 08th March 2025.
Subsidiary:
The Company has no subsidiary as at the end of the year under review.
Public Deposits:
During the year 2024-25, your Company has not accepted / renewed any
Fixed Deposit. As on the date of this Report, there is no Deposit either unpaid /
unclaimed or due for transfer to Investors' Education and Protection Fund (IEPF).
Particulars of Loans, Guarantees or Investments:
Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 form part of the Notes to the financial statements provided in this
Annual Report.
Listing Regulations Compliance:
Equity Shares of your Company are listed on BSE Limited (BSE) and
National Stock Exchange of India Limited (NSE) and their Listing Fees for the FY 2025-26
have been paid.
The Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Secretarial Standards except as mentioned in detail in the
Corporate Governance Report forming part of the Board's Report.
BSE and NSE imposed penalty for non-compliance with Regulation 34 and
21 of SEBI (LODR) Regulations, 2015. However, on representation made by the Company, the
penalty was waived off by the Stock Exchanges.
Insurance:
The properties and the insurable interest of the Company are adequately
insured. The Company has also taken necessary insurance cover as required under the Public
Liability Insurance Act, 1991.
Corporate Social Responsibility (CSR) Initiatives:
As a part of its CSR initiatives, the Company has undertaken projects
in the areas of Health, Education, Livelihood, Development of Village Infrastructure, etc.
These projects are in accordance with Schedule VII to the Companies Act, 2013.
A Report on CSR activities is annexed to this Report as Annexure
‘A'.
Energy Conservation and Technology Absorption:
The measures taken by your Company towards Energy Conservation and
Technology Absorption are given in the Annexure ‘C' to this Report. These
measures have resulted in saving at SLPP of about 20.95 Million Units (MUs) Electrical
Energy and 0.89 Lakh MT Lignite aggregating to total saving of around ' 18.40 Crores.
Related Party Transactions:
Pursuant to Regulation 23(4) of the SEBI (LODR) Regulation Amendments,
2021, the Company has taken prior approval from its members of the Company through Postal
Ballot dated 14/03/2025 for the approval of Material Related Party Transactions with
Promoters i.e. GUVNL, GACL and GSFC, however, no transactions are in conflict with the
Company's overall interest and also said transactions are in ordinary course of business
and at arm's length basis.
All related party transactions are placed before the Audit Committee
and / or to the Board for approval / noting as the case may be. Omnibus approval of the
Audit Committee has been obtained for transactions which are of repetitive nature.
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended
as Annexure 'D' and forms part of this Report.
The Policy on Related Party Transactions (RPTs) is uploaded and can be
accessed on the website of the Company www.gipcl. com.
None of the Directors has pecuniary relationships or transactions
vis-a-vis the Company.
Vigil Mechanism or Whistle Blower Policy:
The Company has a Vigil Policy / Whistle Blower Policy to deal with
instance of fraud and mismanagement, if any. The said Policy is explained in the Corporate
Governance Report and also posted on the website of the Company www.gipcl.com. Directors'
Responsibility Statement:
The Board of Directors of the Company confirms:
a. that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departure;
b. that the selected accounting policies were applied consistently and
the Directors made judgement and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at 31st March,
2025 and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. that the Annual Accounts have been prepared on a going concern
basis;
e. internal financial controls to be followed by the Company have been
laid down and that such internal financial controls are adequate and operating
effectively; and
f. proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Management Discussion and Analysis:
A Report on Management Discussion and Analysis dealing with Business
Operations and Performance, Expansion Project, Opportunities and Risks / Concerns, Safety
and Environment, Human Resource Development, Corporate Social Responsibility, Controls and
Audit Systems, etc. is annexed forming part of this Report.
Corporate Governance:
A detailed Report on Corporate Governance along with Certificate issued
by M/s. TNT & Associates., Practicing Company Secretaries, Vadodara (CP No. 3123) is
annexed forming part of this Report.
Business Responsibility & Sustainability Report (BRSR):
A detailed Report on Business Responsibility & Sustainability
Report (BRSR), as applicable to your Company for the Financial Year ended on 31st
March, 2025, under regulation 34(2)(f) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, is annexed forming part of this Report.
Risk Management:
Pursuant to the applicable provisions of Regulation 21 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations (Second Amendment), 2021, effective
from 5th May, 2021, the Company is required to frame Risk Management Policy and
constitute a Risk Management Committee of Directors.
However, the Board of Directors of the Company has been reviewing the
Report on Risk Management and Risk Minimization on quarterly basis much before the
mandatory applicability of provisions of said Regulation of (Listing Obligations and
Disclosure Requirements) Regulations (Second Amendment), 2021 became effective.
The Company has constituted an Internal Risk Management Committee
consisting of senior Officials of the Company which has well laid down system and
procedure of regular monitoring of various kinds of risks that are inherent to the nature
of its business and operations. The Internal Risk Management Committee submits its Report
to the Risk Management Committee of Directors and regular reporting on quarterly basis is
done to the Board of Directors on Risk assessment and steps taken to mitigate/minimize the
same.
Internal Financial Controls:
The Company has designed and implemented a process driven framework for
Internal Financial Controls ('IFC') within the meaning of the explanation to section
134(5)(e) of the Companies Act, 2013. For the FY 2024-25, the Board is of the opinion that
the Company has in all material respects a sound Internal Financial Control System in
place, commensurate with the size, scale and complexity of its business operations and the
said Internal Financial Control System is operating effectively. The Company has, in
place, a process to continuously monitor the same and identify gaps, if any, and implement
new and / or improved Internal Controls whenever the effect of such gaps would have a
material effect on the Company's operations.
Credit Rating:
M/s. CARE Ratings Limited has awarded/reaffirmed i) "CARE AA-;
Stable" rating in respect of Long-term Bank facilities of ' 3,387.83 crores, ii)
"CARE AA-; Stable / CARE A1+" rating in respect of Long Term / Short Term Bank
Facilities of ' 677.88 crores and iii) "CARE A1+" rating in respect of
Short-Term Bank Facilities of ' 810.00 crores during FY 2024-25.
Compliance with Secretarial Standards:
The Secretarial Standards issued and notified by the Institute of
Company Secretaries of India have been generally complied with by the Company during the
Financial Year 2024-25.
Key Managerial Personnel:
There was no change in Key Managerial Personnel (KMP) during the year
under review. The following are the KMPs as on date of this Report:
| Name |
Designation |
| 1 Smt. Vatsala Vasudeva, IAS |
Managing Director |
| 2 CA K K Bhatt |
Chief General Manager (Finance) & Chief Financial Officer |
| 3. CS Shalin Patel |
Company Secretary & Compliance Officer |
Directors:
The following changes have taken place in the Board of Directors of the
Company as on the date of the Board Report of the Companys:
Shri A K Rakesh, IAS (DIN:00063819), Chairman and Director (Nominee of
Government of Gujarat) has ceased to hold office of Director w.e.f. 31/07/2024 consequent
upon superannuation from the position of Additional Chief Secretary, Agriculture, Farmers
Welfare & Co-operation Department, Government of Gujarat. The Board places on records
its sincere appreciation for the valuable guidance provided by Shri A K Rakesh, IAS
(DIN:00063819) during his tenure as Nominee Director of the Company.
Further, Shri Chirag Kritikumar Mehta (DIN: 10428396) Director (Nominee
of Gujarat State Fertilizers & Chemicals Limited) ceased to hold office of Director
w.e.f. 13/08/2024, consequent upon nomination changed by appointing authority. The Board
places on records its sincere appreciation for the valuable guidance provided by Shri
Chirag Kritikumar Mehta (DIN: 10428396) during his tenure as Nominee Director of the
Company. Pursuant to the provision of Sections 152, 161 and all the applicable provisions,
if any, of the Companies Act, 2013 (the Act) and the Companies (Appointment and
Qualification of Directors) Rules, 2014 (the Rules) (including any statutory
modification(s) or re enactment(s) thereof for the time being in force) read with Article
93 of the Articles of Association of the Company and Nomination Letter No. SEC/BD/2024 of
the Gujarat State Fertilizers & Chemicals Limited (GSFC) and subject to approval of
the shareholders, the appointment of Shri Kanyo Sadhuram Badlani (DIN: 10237996), as an
Additional Director (Nominee of Gujarat State Fertilizers & Chemicals Limited) on the
Board of the Company with effect from 21/08/2024 the same has been ratified by the members
of the Company by way of ordinary resolutions at 39th Annual General Meeting of
the Company held on 20/09/2024.
Further, Shri Prabhat Singh (DIN: 03006541) Director, ceased to hold
office of Director w.e.f. 20/09/2024, consequent upon completion of term of five years as
an Independent Director. The Board places on records its sincere appreciation for the
valuable guidance provided by Shri Prabhat Singh (DIN: 03006541) during his tenure as
Independent Director of the Company. Pursuant to the provisions of Section 152, 161 and
all other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the
Companies (Appointment and Qualification of Directors) Rules, 2014 (the Rules) (including
any statutory modification(s) or re-enactment(s) thereof for the time being in force) read
with Article 89 of the Articles of Association of the Company and Office Order No.
FD/0369/09/2024 dated 13/09/2024 of the Finance Department, Government of Gujarat (GoG),
Shri K K Nirala, IAS,(DIN:08665796) as an Additional Director (Nominee of Government of
Gujarat) of the Company with effect from 10/10/2024 and the same has been ratified by the
members of the Company by way of ordinary resolutions through postal ballot on 03/01/2025.
Pursuant to the provisions of Section 152, 161 and all other applicable
provisions, if any, of the Companies Act, 2013 (the Act) and the Companies (Appointment
and Qualification of Directors) Rules, 2014 (the Rules) (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force) read with Article
88 of the Articles of Association of the Company and Office Order No.
EPCD/GIP/e-FllE/20/2023/1438/K dated 09/11/2024 of the Energy and Petrochemicals
Department, Government of Gujarat (GoG), Shri J P Gupta, IAS, (DIN:01952821) as an
Additional Director (Nominee of Government of Gujarat) of the Company with effect from
12/11/2024 and the same has been ratified by the members of the Company by way of ordinary
resolutions through postal ballot on 03/01/2025.
Further, Shri Swaroop P., IAS, (DIN: 08103838) Director (Nominee of
Gujarat Alkalies and Chemicals Limited), has ceased to hold office of Director w.e.f.
03/02/2025 consequent upon resignation from the position. The Board places on records its
sincere appreciation for the valuable guidance provided by Shri Swaroop P., IAS, (DIN:
08103838) during his tenure as Nominee Directors of the Company.
Pursuant to the provisions of Sections 149, 150, 152 read with Schedule
IV and all other applicable provisions of the Companies Act, 2013 (the Act) and the
Companies (Appointment and Qualification of Directors) Rules, 2014 (the Rules) (including
any statutory modification(s) or re-enactment thereof for the time being in force),
Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, (SEBI LODR), as amended, Articles 86 and 98 of the Articles of Association of the
Company and subject to the approval by the Shareholders of the Company, the Committee do
hereby recommend for approval by the Board of Directors of the Company, the appointment of
Shri Susanta Kumar Roy (DIN: 07940997) and Smt. Suchita Gupta (DIN: 08697650) as an
Additional Directors (Independent), not liable to retire by rotation with effect from
20/02/2025 and the same has been ratified by the members of the Company by way of special
resolutions through postal ballot on 16/05/2025.
Pursuant to the provision of Sections 152, 161 and all the applicable
provisions, if any, of the Companies Act, 2013 (the Act) and the Companies (Appointment
and Qualification of Directors) Rules, 2014 (the Rules) (including any statutory
modification(s) or re enactment(s) thereof for the time being in force) read with Article
93 of the Articles of Association of the Company, the appointment of Smt. Avantika Singh
Aulakh, IAS (DIN: 07549438), as an Additional Director (Nominee of Gujarat Alkalies &
Chemicals Limited) on the Board of the Company with effect from 25/02/2025 the same has
been ratified by the members of the Company by way of ordinary resolutions through Postal
Ballot on 16/05/2025.
Pursuant to the Provisions of Section 149, 152 and 161 of the Companies
Act, 2013 (the Act), the Companies (Appointment and Qualification of Directors) Rules,
2014 (the Rules) and any other applicable provisions of the Act and the Rules made there
under (including any statutory modification(s) or re- enactment thereof for the time being
in force) read with Schedule IV of the Companies Act, 2013, Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Amendment Regulations, 2021 (SEBI LODR)
and Article 86 & 98 of the Articles of Associations (AoA) of the Company and as
recommended by the Nomination and Remuneration Committee of Directors through circular and
the Board of Directors at its Meeting held on 08/04/2025 re-appointed Shri Prabhat Singh
(DIN: 03006541), as an Additional Director (Independent) w.e.f. 08/04/2025, and the same
has been ratified through Special Resolution by Postal Ballot on 16/05/2025.
Further, Shri Krishna Kumar Nirala, IAS, (DIN: 08665796) Director
(Nominee of Government of Gujarat), has ceased to hold office of Director w.e.f.
01/07/2025 consequent upon transfer from the position of Secretary (Expenditure), Finance
Department, Government of Gujarat. The Board places on records its sincere appreciation
for the valuable guidance provided by Shri Krishna Kumar Nirala, IAS, (DIN: 08665796)
during his tenure as Nominee Directors of the Company.
Further, Shri J P Gupta, IAS, (DIN:01952821) Chairman and Director
(Nominee of Government of Gujarat), has ceased to hold office of Director w.e.f.
28/07/2025 consequent to superannuation from the position of Additional Chief Secretary,
Tribal Development Department, Government of Gujarat.
The Board places on records its sincere appreciation for the valuable
guidance provided by Shri J P Gupta, IAS, (DIN:01952821) during his tenure as Nominee
Directors of the Company.
Pursuant to the provisions of Section 149, 152 and 161 of the Companies
Act,2013 (the Act) and the Companies (Appointment and Qualification of Directors) Rules,
2014 (the Rules) and any other applicable provisions of the Act and the Rules made there
under (including any statutory modification(s) or re-enactment thereof for the time being
in force) and Regulation 17(1 C) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Article 88 and Article 94 of the Articles of Association of
the Company and Government of Gujarat (GoG), Energy & Petrochemicals Department Letter
No. EPCD/0509/07/2025 dated 28/07/2025 and as recommended by the Nomination and
Remuneration Committee of Directors, the Board of Directors appointed Dr. Jayanti S. Ravi,
IAS (DIN: 07327139), Additional Chief Secretary (Revenue), Revenue Department, Government
of Gujarat, as an Additional Director, Nominee of Government of Gujarat w.e.f. 02/08/2025
and the same will be ratified through Ordinary Resolution at 40th AGM on
18/09/2025.
Shri J P Shivahare, IAS (DIN: 07162392) and Shri K S Badlani, (DIN:
10237996), Directors of the Company retire by rotation at the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment.
Further, your Directors also recommend for your approval, resolutions
at Sr. 03 to 04, of the Notice convening the 40th AGM for the re-appointment of
Shri J P Shivahare, IAS (DIN: 07162392); and Shri K S Badlani, (DIN: 10237996)
respectively as Directors of the Company, liable to retire by rotation.
Number of Board Meetings:
The Company has complied with the provisions for holding Board Meetings
and the gap between any two meetings did not exceed 120 days. Eight (08) Meetings of the
Board of Directors of the Company were held during the year under review on 18/04/2024,
18/05/2024, 12/08/2024, 20/09/2024, 12/11/2024, 17/12/2024, 11/02/2025 and 27/03/2025.
Policy on Directors' Appointment and Remuneration:
The Company has formulated and adopted a Policy on Directors'
Appointment and Remuneration and the same is accessible on the website of the Company
www.gipcl.com.
Performance Evaluation of Board, Committees and Directors:
Pursuant to the provisions of Section 178(2) of the Companies Act, 2013
and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, your Company has constituted a Nomination & Remuneration (NR)
Committee of Directors to, inter alia; evaluate the performance of Directors, including
Independent Directors, Executive Director, Chairman, the Board and various Committees of
the Board.
The Nomination & Remuneration Committee evaluates the performance
of each member of the Board of Directors as per the Nomination and Remuneration Policy of
the Company framed in accordance with the provisions of Section 178 of the Act and as per
the evaluation criteria defined by the NR Committee.
The Evaluation of the Board and its Committees is carried out by the
Board. The Evaluation of Independent Directors is also carried out by the entire Board
except the Director being evaluated, in the same manner as it is done for other Directors
of the Company.
The Evaluation of the Executive Director and the Chairman of the
Company are carried out by the entire Board except the Director being evaluated. The
meeting for the purpose of evaluation of performance of Board Members is held at least
once in a financial year. The Company has disclosed the criteria laid down by the
Nomination & Remuneration Committee for performance evaluation, on its website for
reference and also in the Annual Report of the Company.
Appraisal of each Director of the Company is based on the skills matrix
identified by the Board of Directors as required in the context of its business(es) and
sector(s) for it to function effectively and those actually available with the Board, are
Strategic Leadership, Financial Expertise, General Management, Governance Practices,
Corporate Practices and Professional / Technical Expertise.
Particulars of Employees:
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company, is not applicable as no Employee was paid
remuneration during the year in excess of ' 1.02 Crores when employed throughout the year
and ' 8.50 Lakhs per month when employed for a part of the year. Further, there was no
employee holding 2% or more of the equity shares of the Company during 2024-25.
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in
respect of employees of the Company, will be provided upon request.
The details of top ten employees in terms of remuneration drawn during
the year 2024-25 is given at Annexure 'E' to this Board's Report.
In terms of Section 136 of the Act, the Report and Accounts are being
sent to the Members and others entitled thereto, excluding the information on employees'
particulars which is available for inspection by the Members at the Registered Office of
the Company between 10:00 a.m. to 12:00 noon on all working days of the Company up to the
date of the ensuing 40th AGM. None of such employees is a relative of any
Director of the Company.
None of such employees hold [by themselves or along with their spouse
and dependent children(s)] more than two percent of the equity shares of the Company.
AUDITORS:
(i) Internal Auditors:
M/s. Parikh Mehta & Associates, Chartered Accountants, Vadodara,
(ICAI Firm Reg. No.:01 12832W) were appointed as Internal Auditors of the Company for the
Financial Year 2024-25 and they have submitted their Report to the Audit Committee of
Directors.
M/s. Parikh Mehta & Associates, Chartered Accountants, Vadodara,
(ICAI Firm Reg. No.:01 12832W) have been re-appointed as Internal Auditors of the Company
for the Financial Year 2025-26.
The Audit Committee of Directors periodically reviews the reports of
Internal Auditors.
(ii) Statutory Auditors:
As recommended by the Audit Committee and the Board of Directors, the
shareholders at their 35th AGM, have appointed M/s. CNK & Associates LLP,
Chartered Accountants, Vadodara (ICAI Firm Registration No.101961W/W-100036) as Statutory
Auditors of the Company for a period of five consecutive Financial Years i.e. from FY
2020-21 to FY 2024-25 to hold office from the conclusion of 35th AGM to the
conclusion of the 40th AGM. As recommended by the Audit Committee, the Board of
Directors, subject to approval of Shareholders, has appointed M/s. K C Mehta & Co.
LLP, Chartered Accountants, Vadodara (Firm Registration No. 106237W/ W100829) as Statutory
Auditors of the Company for a period of five consecutive financial years i.e. from FY
202526 to FY 2029-30 to hold office from the conclusion of this 40th Annual
General Meeting to the conclusion of the 45th Annual General Meeting.
Resolution at Sr. 05 of the Notice of 40th AGM is
recommended for approval of the Members for the appointment of Statutory Auditors for a
period of five consecutive Financial Years i.e. 2025-26 to 2029-30.
(iii) Cost Auditors:
Cost records as specified by the Central Government under sub section
(1) of Section 148 of the Companies Act, 2013, have been maintained by your Company during
the year under review.
M/s. Dalwadi & Associates (Firm Registration No.000338) were
appointed as Cost Auditors of the Company for the Financial Year 2024-25.
The Board of Directors has reappointed M/s. Dalwadi & Associates
(Firm Registration No.000338) as Cost Auditors of the Company for the Financial Year
2025-26, subject to shareholders' ratification to the remuneration payable to the Cost
Auditors.
Resolution at Sr. No. 08 of the Notice of 40th AGM is
recommended for ratification of the Members for the remuneration payable to Cost Auditors
for the Financial Year 2025-26.
(iv) Secretarial Auditors:
Pursuant to Regulation 24A of the SEBI (LODR)Regulations, 2015, subject
to the approval of the members at ensuing 40th Annual General Meeting, the
Board of Directors had appointed M/s. TNT & Associates, Practicing Company
Secretaries, Vadodara, (FRN: P2018GJ069800) as Secretarial Auditors of the Company for
five financial years i.e. F.Y. 2025-26 to F.Y. 2029-30. Secretarial Audit Report of M/s.
TNT & Associates fortheFinancialYear2024-25endedon 31st March, 2025 in the
prescribed Form-MR 3 is annexed to this Report as Annexure 'B'.
Qualifications / Adverse Observations of Auditors:
The Report of the Secretarial Auditors, pursuant to Section 204 of the
Companies Act, 2013, is provided in the Annexure forming part of the Board Report. The
Secretarial Auditors comments are self-explanatory.
Investor Education and Protection Fund (IEPF)
Transfer of Dividend and corresponding Equity Shares to the Investor
Education and Protection Fund.
During the Financial Year 2024-25, unclaimed dividend for the Financial
Year 2016-17 aggregating ' 27,38,974.90 was transferred to Investor Education and
Protection Fund (IEPF).
The Company has also transferred ' 23,16,475.20 to the bank account of
the IEPF towards dividend declared by the Company for the Financial Year 2023-24 for such
shares which were transferred to the IEPF earlier.
During the Financial Year 2024-25, the Company has also transferred
49,287 Equity Shares to the IEPF in respect of which dividends remained unclaimed for
seven consecutive years, pursuant to the provisions of Section 124 of the Companies Act,
2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, as amended.
Shareholders may claim their unclaimed dividend for the years prior to
and including the Financial Year 2016-17 and the corresponding shares, if any, from the
IEPF Authority by applying in the prescribed Form No. IEPF-5.
This form can be downloaded from the Website of the IEPF Authority at
www.iepf.gov.in, the access link of which is also available on the Company's website at
www.gipcl.com under the section 'Investors'.
Attention of the Members is drawn that the unclaimed dividend for the
Financial Year 2017-18 and the corresponding shares will be due for transfer to the IEPF
on 27th October, 2025, for which purpose communication has been sent to the
concerned Shareholders advising them to claim their dividends. Notices in this regard have
also been published in newspapers. Details of such shares are available on the Company's
website under the section 'Investors'.
Details of Nodal Officer
In accordance with Rule 7(2A) of Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the details of Nodal
Officer of the Company, for the purpose of coordination with Investor Education and
Protection Fund Authority are as under:
| Name : |
CS Shalin Patel |
| Designation : |
Company Secretary & Compliance Officer and Nodal Officer |
| Postal Address : |
P.O.: Ranoli: 391 350, Dist.: Vadodara (Gujarat) |
| Telephone No. : |
0265 - 2232768 |
| E-mail ID : |
investors@gipcl.com |
The Company has also displayed the above details of Nodal Officer on
its website at www.gipcl.com Dividend Distribution Policy
As per the recent amendment in the SEBI Listing Regulations, the
Dividend Distribution Policy has been made applicable to Top 1000 companies as per Market
Capitalization as on 31/03/2021. Accordingly, the Board of Directors of the Company at its
Meeting held on 07/08/2021 has adopted "Dividend Distribution Policy" effective
from 07/08/2021, which is available on the
Company's website at
https//wA'w.gipcl.com'webfile5/re5ource5/l7532024025348Dividend-Distribution-Policy.pdf
The Board of Directors have reviewed the said Policy at its Meeting
held on 18/05/2024.
Risk Management Policy
The Company had re-constituted the Risk Management Committee of
Directors w.e.f. 30/10/2024. Presently the said Committee consists of following Directors:
| Name |
Designation |
| 1. Shri N N Misra |
Member |
| 2. Prof. Vishal Gupta |
Member |
| 3. Smt. Vatsala Vasudeva, IAS |
Member |
Pursuant to provisions of Regulations 17 & 21 of SEBI Listing
Regulations and Sections 134 & 177 of the Companies Act, 2013 ("the Act")
and other applicable provisions, if any, of the SEBI Listing Regulations and the Act, the
Board of Directors of the Company has also approved and framed "Risk Management
Policy" of the Company, which is available on the website of the Company at
https://www.gipcl.com/webfiles/ resources/30452023034525Risk-Management-Policy.pdf The
Board of Directors have reviewed the said Policy at its Meeting held on 29/05/2023.
Annual Return and Extract of Annual Return:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2025, is available on the Company's website on
https://www.gipcl.com/notice.aspx Disclosure under the Sexual Harassment of Women at
Work Place (Prevention, Prohibition and redressal) Act, 2013:
The Company has formulated and implemented a policy as well as
constituted an Internal Complaints Committee on prevention of sexual harassment at
workplace as required by the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year under review, there were no cases
filed under the Sexual Harassment of Women under Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
Details of the Complaints:
| Particulars |
Details |
| No. of Complaints received during the financial year. |
NIL |
| No. of Complaints disposed of during the financial year |
NIL |
| No. of cases pending for more than Ninety (90) days |
NIL |
Disclosure of Maternity Benefit Compliances: -
Your Company is in compliance of Maternity Benefit Act, 1961 for the
year under review.
Material Changes and Commitments:
No material changes and commitments affecting the financial position of
the Company have occurred between the end of financial year, to which, this financial
statement relates and the date of this Report, hence not reported.
General Disclosures:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
a) Details relating to deposits covered under Chapter V of the Act.
b) Details of remained, unpaid or unclaimed dividend at the end of
year.
c) Issue of equity shares with differential right as to dividend,
voting or otherwise.
d) Issue of shares (including Sweat Equity Shares) to employees of the
Company under any scheme.
e) Neither the Managing Director nor the Whole Time Directors of the
Company receive any remuneration or commission from any of its subsidiaries.
f) No significant or material order, is passed by the Regulators or
Courts or Tribunals, which impact the going concern status and Company's operations in
future.
Acknowledgements:
The Board of Directors places on record its gratitude and appreciation
to the Government of India, Government of Gujarat, Financial Institutions, Banks,
Insurance Companies, Business Associates, Promoters, Shareholders and Employees of the
Company for their valuable support and faith reposed by them in the Company.
|
For and on behalf of the Board |
|
Sd/- |
|
Dr. Jayanti S. Ravi, IAS |
|
Chairperson |
|
(DIN:07327139) |
| Date : 19/08/2025 |
|
| Place : Gandhinagar |
|
|