58
1 BOARD’S REPORT To The Members, Gujarat Energy Transmission Corporation Limited, Your Directors are pleased to present the 18 th Annual Report on the performance of the Company together with the Audited Financial Statements, Auditor’s Report and the report of the Comptroller and auditor General of India for the Financial Year ended 31 st March, 2017. Financial Highlights for FY 2016-17 Rs. In Lakhs Sr. No. Particulars 2016-17 2015-16 (a) Total Revenue 2,93,526 2,69,430 (b) Revenue from Operations 2,70,960 2,45,451 (c) Operating Expenditure 1,05,886 87,076 (d) Operating Profit 1,65,074 1,58,375 (e) Add: Other Income 22,566 23,979 (f) Earnings before Depreciation, Interest and Tax (EBDIT) 1,87,640 1,82,354 (g) Less: Depreciation 95,134 82,037 (h) Earnings before Interest and Tax (EBIT) 92,506 1,00,317 (i) Less: Finance costs 64,027 68,965 (j) Profit before tax 28,479 31,352 (k) Less: Current Tax 5,218 6,462 (l) Less: Deferred Tax 12,605 11,345 (m) Profit for the year 10,656 13,545 (n) Other comprehensive income (net of tax) (2,514) (616) (o) Total comprehensive income for the year 8,142 12,929 Note: From 1 st April, 2016, the Company has adopted accounting standards notified under Companies (Indian Accounting Standards) Rules, 2015 (“Ind AS”). Accordingly, the financial results for the previous periods are restated as per Ind AS. Indian accounting standards The Ministry of Corporate Affairs (MCA) on 16 th February, 2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from April 1, 2016, with a transition date of April, 2015. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (‘the Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the Company from 1 st April, 2016 and the financial statements have accordingly been prepared in accordance with Ind AS prescribed under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) except in so far as the said provisions are inconsistent with the provisions of the Electricity Act, 2003. Accordingly, the financial results for the previous period are re-stated as per Ind AS.

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1

BOARD’S REPORT

To The Members, Gujarat Energy Transmission Corporation Limited,

Your Directors are pleased to present the 18th Annual Report on the performance of the Company together with the Audited Financial Statements, Auditor’s Report and the report of the Comptroller and auditor General of India for the Financial Year ended 31st March, 2017.

Financial Highlights for FY 2016-17

Rs. In Lakhs

Sr. No.

Particulars 2016-17 2015-16

(a) Total Revenue 2,93,526 2,69,430

(b) Revenue from Operations 2,70,960 2,45,451

(c) Operating Expenditure 1,05,886 87,076

(d) Operating Profit 1,65,074 1,58,375

(e) Add: Other Income 22,566 23,979

(f) Earnings before Depreciation, Interest and Tax (EBDIT) 1,87,640 1,82,354

(g) Less: Depreciation 95,134 82,037

(h) Earnings before Interest and Tax (EBIT) 92,506 1,00,317

(i) Less: Finance costs 64,027 68,965

(j) Profit before tax 28,479 31,352

(k) Less: Current Tax 5,218 6,462

(l) Less: Deferred Tax 12,605 11,345

(m) Profit for the year 10,656 13,545

(n) Other comprehensive income (net of tax) (2,514)

(616)

(o) Total comprehensive income for the year 8,142 12,929

Note: From 1st April, 2016, the Company has adopted accounting standards notified under Companies (Indian Accounting Standards) Rules, 2015 (“Ind AS”). Accordingly, the financial results for the previous periods are restated as per Ind AS.

Indian accounting standards

The Ministry of Corporate Affairs (MCA) on 16th February, 2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from April 1, 2016, with a transition date of April, 2015. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (‘the Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the Company from 1st April, 2016 and the financial statements have accordingly been prepared in accordance with Ind AS prescribed under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) except in so far as the said provisions are inconsistent with the provisions of the Electricity Act, 2003. Accordingly, the financial results for the previous period are re-stated as per Ind AS.

2

The reconciliations and effect of the Ind AS adoption from previous GAAP has been set out in Note 46 in the Notes to the Financial Statement.

The turnover of the company increased by 8.94% to Rs.293526 lakhs from Rs. 269430 lakhs during previous financial year.

The profit before tax decreased by 9.17% to Rs 28479 lakhs from Rs. 31352 lakhs during previous financial year mainly due to increase in Depreciation and Salary & Wages including the provision of effects of 7th Pay Commission for the period April-16 to March-17.

During the current year, the company has made provision of Deferred Tax liability of Rs. 12605 lakhs and hence Profit for the period 2016-17 is Rs. 10656 lakhs. Further there is Other comprehensive income (OCI) (net of tax) of Rs.(2514) during FY 2016-17 and hence Total comprehensive income for the year is stood at Rs. 8142 lakhs.

The Gross Carrying Amount of Asset of the company has been enhanced to Rs.1605215 lakhs from Rs. 1388450 lakhs in 2016-17.

PROJECT PLANNING & ACHIEVEMENT:

Today, Gujarat Power sector is the major contributor and key factor for the growth of state in last 10 years. State generation, IPP and Central sector share has gone up from 8879 MW in 2005 to 27178 MW in March, 2017 including Renewable Energy consisting of 5405 MW of wind, 1262 MW of Solar, 50 MW of Bio-mass. In terms of demand also, Gujarat is having a diversified load pattern viz Western and Northern part of the state have predominantly agricultural load, while Southern and Central have major industrial load.

Considering the ever increasing energy demand of electricity across the State from various segments of the economy approximately at the rate of 5% in the year 2016-17, the requisite transmission network strengthened accordingly by installing 100 nos of substations, 3039 Ckm of transmission lines and 9715 MVA of Transformation Capacity.

Capacity addition in the transmission network is planned through a system study carried out by State Transmission Utility (STU). In last five years, GETCO has constructed 500 substations and 13500 Ckm of transmission line ranging from 66 kV to 400 kV voltage class averaging approximately 100 substations and more than 2500 Ckm of transmission lines every year.

At the end of 9th FYP

Addition in 10th

FYP (2002- 07)

Addition 11th FYP (2007-

12)

Addition 12th FYP (2012-

17)

At the end of 12th FYP

Substation (in nos) 728 152 390 500 1,770

% Rise in Substation 0 21% 74% 143% -

Transformation Capacity (in MVA)

36567 7,174 12,852 44,666 1,01,259

% Rise in MVA Capacity 20% 55% 177% -

Transmission line (Ckm) 30983 4,187 9,786 13,551 58,507

% Rise in Transmission line 14% 45% 89% -

Investment (in Rs Crore) - 882 6,439 12,423 -

3

The financial year 2016-17 has been quite notable on many fronts and successfully played role as State Transmission Utility. GETCO made a remarkable progress in Network Capacity addition, operational performance, Grid management, system improvement through smart grid technologies.

The major highlight of performance of FY 2016-17 are as under:

Addition of 100 numbers of substation against planned 100 numbers and 3039

Ckm of transmission line against planned 2600 Ckm with an investment of around Rs 2400 Crs. in FY 2016-17. Total capex achieved by GETCO in last 5 years is 12423 crs.

9715 MVA of Transformation capacity addition in FY 2016-17 and with this total transformation capacity of Gujarat transmission network has become 1,01,259 MVA to satisfy (n-1) criteria of CEA for the State.

Maintaining improved system availability of substation and transmission lines in the tune of 99.85% and lines 99.53% respectively.

Balance network growth with reactive power and efficient grid operation resulted into containment of transmission losses to 3.76%.

1472 MW of wind and 246 MW of solar power capacity connected to grid during FY 2016-17 making a total of 6717 MW of RE in Gujarat State. No stranded capacity and ‘Must Run Status’ is respected.

Construction 400 kV Veloda substation with ADB funding will give strengthen to the Solar Power evacuation from Charanka Solar Park as it is directly connected with.

In FY 2016-17, major focus given on Tribal area – 21 nos of substations commissioned in tribal area with an investment of Rs 160 cr.

In coastal area, GETCO has constructed 17 nos of substations with an investment of Rs 160 cr.

Performance for FY 2016-17

The financial year 2016-17 has been quite notable on many fronts and GETCO successfully played the role as State Transmission Utility. GETCO made a remarkable progress in Network Capacity addition, operational performance, Grid management, new initiatives towards smart grid etc in last one year.

Physical Performance

Considering the ever increasing demand of electricity across the State from various segments of the economy, the requisite transmission network also needs to be strengthened accordingly.

In FY 2016-17, GETCO has planned to construct 100 nos of substations and achieved its target. In transmission lines, GETCO has planned to construct 2600 Ckm length of transmission line but surpassed it by executing 3039 Ckm length. Despite legal issues related to Right of Way and several constraints like prolonged rainfall which restricts the project working time, statutory clearances etc performance has been consistent as tabulated below:

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Voltage Class

Substation (nos) Transmission line (Ckm)

Planned Achieved Planned Achieved

400 kV 1 1 544 714

220 kV 1 1 822 958

132 kV 2 1 116 103

66 kV 96 97 1119 1264

Total 100 100 2601 3039*

* Out of 3039 Ckm of Tr. Line achieved in FY 2016-17, 199.85 Ckm is Spill over of FY 2015-16.

With above additions, total transmission asset is as follows:

Voltage Class Substation (Nos) Transmission lines (Ckm)

400 kV 14 5015

220 kV 99 18805

132 kV 56 5436

66 kV/33 kV 1601 29251

Total 1770 58507

With the completion of 12th FYP, GETCO has enhanced capacity by adding 500 nos of substations and 13551 Ckm of transmission lines with a total investment of approx Rs 12423 cr. against total capital investment of Rs 6439 cr. in 11th FYP.

In the current year, under the scheme of TASP, 21 substations were constructed and commissioned and 100% grant by GoG for TASP was utilized.

Similarly, under the Coastal scheme, total 17 substations were constructed and commissioned.

For the FY 2016-17, GETCO has made an investment of almost Rs 2371 cr. with capitalization of approx. Rs 2168 cr.

Particulars 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17

CAPITALISATION 696 1347 1427 1634 1687 2663 2525 2168

TOTAL CAPEX 1205 1850 2085 2149 2498 2723 2655 2371

Major EHV transmission lines commissioned during the year:

Sr. No.

Name of Tr. Line No of Ckt

Voltage Class

Length (Ckm)

1 400 kV D/C Charanka – Veloda (Sankhari) line with ACSR Twin Moose conductor

D/C 400 kV 199.24

2 Interconnection of One circuit of 400kV D/C Jhanor-Navsari line with One circuit of 400kV D/C Ukai-Kosamba line.

D/C 400 kV 1.11

3 220kV D/C GPPC - Dhokadava line with ACSR Zebra conductor

D/C 220 kV 93.61

4 LILO of 220kV Kasor – Botad S/C at Dhuvaran CCPP-III with ACSR Zebra conductor

D/C 220 kV 81.24

5 220kV D/C Visavadar-Amreli line. D/C 220 kV 132.06

5

6 220kV D/C Visavadar - Timbdi line with AL-59 conductor

D/C 220 kV 180.06

7 LILO of 220kV Karamsad-Ranasan line at 220kV Barejadi S/s.

D/C 220 15.36

8 Interconnection of One circuit of 220kV D/C GSEG-Kosamba line with One circuit of 220kV D/C Essar-Ichhapore Line

D/C 220 1.2

9 LILO of both circuit of 220kV D/C Jamanwada-Varsana line at Bhachunda S/s

D/C 220 83.39

10 LILO of 220kV Radhanpur-Mehsana line at Veloda (Sankhari) S/s.

D/C 220 62.2

11 220kV D/C Kasor-Herang (DFCC) line D/C 220 38.63

12 220kV D/C Botad-Parabadi (Ajmer) line D/C 220 63.56

13 220kV D/C Mitha-Becharji line D/C 220 59

14 220kV D/C Bechraji-Maruti Suzuki Line D/C 220 4.21

15 220 kV Sadla-Maruti wind park line S/C 220 0.38

Major EHV substations commissioned during the year:

Sr. No.

Name of Substation Voltage Ratio

MVA Capacity

1 400 kV Veloda 400/220 2x500

2 400 kV Kosamba (ICT addition) 400/220 1x500

3 400 kV Kasor (ICT addition) 400/220 1x315

4 400 kV Amreli (ICT addition) 400/220 1x500

5 220 kV Gotri 220/66 1x160

Renovation and Modernization (R&M):

The main objective of R&M is to modify / augment network equipment / components / system with latest technology with a view to improve their performance in terms of availability, reliability, reduction in maintenance requirement, ease of maintenance and enhanced efficiency. From the asset data, around 34% of Sub stations and 31 % of transmission lines are more than 20 years old. During the 11th five year plan (FY 2007-12), GETCO did investment of Rs. 910 Cr in R&M. In the 12th FYP, this has been Rs 980 cr., especially for equipment replacement, conductor replacement, earthing and protection system.

6

Activity–wise Capex under Renovation & Modernization

Transmission line44%

Obsolete Equipment

26%

Substation Renovation

17%

Protection System

5%

Civil Renovation

8%

Based on the analysis of Equipment failure rate and Operational Performance of the Equipments, action plan has been drawn to curb the equipment failure based on root cause analysis: • Failure investigation team formed for root cause analysis and Corrective &

Preventive action. • Web based Transmission Asset Management System (TAMS) for monitoring

of entire life cycle of equipment and R&M planning. • Third party diagnostic monitoring of 66 kV class transformer and CTs. • To curb failure of CTs - replacement of ITC make CTs of batch 1992 – 96. • Online Diagnostic like DGA Equipment and Tan delta measurement of

bushing. • Maintenance free condition control breather. • Lightning impulse and temperature rise test as special test on 1 out of lot

of 5 units of 66 kV class and acceptance test for EHV class. • 600 multiple chopped lightning impulse withstand test - As a type test. • Manufacturing stage wise inspection and proto inspection incorporated. • Tan delta is limited to 0.3% in Current Transformer. • Leakage current is limited to 0.5 mA – Acceptance test. • Moisture content is limited to 0.5% of total mass in Power transformer.

Adoption of Smart Grid Technology

In transmission, GETCO objectives are not limited to system availability, grid reliability, transmission network capacity addition with minimum transmission losses, but simultaneously implement cost effective, safe and efficient & sustainable integrated smart grid solutions. GETCO, being a State Transmission Utility (STU), has done the mapping of all technical and business functions and identified many Smart Grid solutions.

Smart Grid technologies adopted

Purpose Status

Substation Automation System Remote Control Operation

10 Nos. of substations completed

Optical CT and merging units Digital Substation Two pilot projects completed.

7

Smart Grid technologies adopted

Purpose Status

OPGW – The communication highway & Replacement of Conventional PLCC to FOTE

Bigger band width for data communication

709.83 km of OPGW laid and 20 substations connected and commissioned.

GIS and Hybrid switchgear Maintenance free and economical on life cycle cost basis

• 66 & 220 KV GIS adopted,

• 220 KV Hybrid at Sartanpar (Morbi) and 220 kV GIS at Atul commissioned

High Capacity Conductor & HTLS conductor

50% more capacity with lesser transmission loss

AL 59 permanently adopted for 220 kV

Integrated Asset Management System

Centrally Managed EPR Solution

Transmission Asset Management System (TAMS) in operation

Power transformer with easter oil

High flash point to safeguard transformer from catching fire

Successfully Adopted in 66/11 kV Class

Some good practices being followed regularly and consistently:

• Full fledge STU Cell and Network Review on half yearly basis to account for

Real Time operation of grid • Diagnostic Condition Monitoring of Assets – Skills and expertise to make full

justification of investment. • Hot line washing of substation and lines with in-house designed machine • Feedback to DISCOMs through Data Acquisition System for feeder outages and

power factor. • Outsourcing of 66 kV substations for O&M – Manpower cost optimization • Asset Mapping and Annual Review on grid performance - Key system

parameters as per ISO objective and target set, network assessment, failure rate, constraints in operation, budget monitoring etc

• Co-ordination meeting with DISCOMs for their requirement of transmission network to construct what is required

• Smart Grid Road Map and Nodal Officer for implementation • Land Acquisition Cell to co-ordinate with GoG – Weekly monitored by Hon’ble

MoP and his office • Standardization of design and drawings to save engineering time (We provide

full engineering) • Vendor Development Policy • Vendors Meet every year to address their issues • Inventory Management Cell to monitor Store and Inventory policy of GETCO • R&M Policy to replace obsolete and aged equipments which are not meeting

system condition today • Co-ordination meeting with new EHV consumers for quick connection release

and then generate revenue for Discoms • Co-ordination meeting by SLDC with all stake holders including IPPs • Implementation of 8 hr Agriculture supply schedule through ALDC (Rotation

wise) • Education Policy to fund employee for higher education

8

• Policy to recognize and reward the honorarium for technical papers in National seminar/ Conference/ Workshop

• In-house IT department to conduct all On-line examination in GETCO

Future Outlook 1. GETCO has drawn a blueprint of major projects in the transmission sector based

on anticipated load growth in domestic, industrial, agriculture and commercial areas. We have planned our system expansion keeping focus on prestigious State and National infrastructure projects like Special Investment Region, DMIC, Railway Container Project, Automobile hubs, Metro project and Ports.

2. For the next three years by FY 2019-20, GETCO has planned to construct 260 nos of substations and around 6000 Ckm of transmission line with an investment of around Rs 8000 crores including Renovation & Modernization of existing asset.

Major Challenges to the Company Today, GETCO is facing many challenges on system operation, transmission infrastructure required for reliable evacuation of power from State of Gujarat, RE integration and moreover clearances required for laying new infrastructure. Few challenges are listed below: 1. Land Acquisition 2. Right of Way 3. Forest clearance cases including Wild Life Sanctuaries 4. Lack of Skilled Agencies & Contractors 5. Decision on new Technology – Skeptical on long term sustainability ENGINEERING (A) Existing operation & projects under implementation: Indoor SF6 Gas Insulated Switchgear (GIS) at 400 kV Sanand S/S, 220 kV

Bhachunda and 400 kV Vav are under execution.

GETCO’s first 11 kV Indoor Gas Insulated Switchgear (GIS) at 66/11 kV Sargasan and Adajan GIS S/S are under execution.

Establishment of Remote Control & monitoring with IEC 60870-5-104 protocol 400kV Charanka, 400kV Sankhari, 220KV Atul, 220kV Mogar, 220kV Becharaji and 220kV Bhatia.

Travelling wave technique based fault locator – pilot implementation under process.

220/66kV Amod, Santej & Gotri S/s are under execution with Hybrid switchgear.

220kV Kawant and Bagodara S/s are under execution with Air Insulated switchgear.

Installation of 400kV, 500MVA, ICT-2 and 400kV Reactor bay at 400kV Ukai TPS switchyard.

±120MVAr, 220KV Static Synchronous Compensator (STATCOM) at existing 220KV Timbdi substation.

Gantry structure with 14.6m bay width are under design stage. Design scope is considered in tender of 400kV Vav S/s. It shall be specifically utilized for Hybrid Sub-station to get maximum benefit of space saving.

9

Maintenance free treated earthing is considered for 11 kV Load Shedding Transformer (LST) feeders.

Augmentation of substations under R&M: 132kV S/S: 9 nos. (462.5 MVA)

220kV S/S: 24 nos. (1690 MVA)

400kV S/S: 01 no. (315 MVA)

EHV circuit breakers replacement under R&M: 220 kV: 08 Nos.

132 kV: 15 No.

Earthmat work under execution at existing 2 nos. of EHV SS.

First 220 kV Digital Line Bay with Process bus approach at 220 kV Modasa substation.

o Parallel Redundancy Protocol on Process bus.

o IEEE 1588 v2 time synchronization protocol.

Instrument Transformers with Polymer Insulators.

Plug-in-cable type arrangement on both sides of 66/11 KV transformers.

66/11 kV Transformers with Ester Oil. – commissioned.

High Ampacity (AL- 59, 61/3.50) conductor for 400 kV Vadavi – Halvad D/C line, 400 kV Soja- Wanakbori D/C line, 400 kV Bhogat Kalawad D/C line, 400 kV Soja- Zerda D/C line.

First 132 kV XLPE Power cable for LILO Chandkheda from Ranasan –Sabarmati line, Shifting of 132 kV lines for NHAI near Vadodara.

First 220 kV XLPE Power cable from Manjuwas (PS-1) to Hamirpur (PS-2) - 220 kV Becharaji S/S to 220 kV Maruti Suzuki (Hansalpur) S/S & charged.

Adoption of Aluminum corrugated sheathed Cable for 66 kV.

Use of HTLS (GTACSR) conductor as replacement of existing conductor for 220 kV Wanakbori - Godhra S/C line.

Adoption of 400 kV Multi Circuit towers for LILO arrangement from 400 kV Chorania- Kosamba line for 400 kV Sanand.

Innovation & Technology Summit with four modules, viz. M1: Innovation, M2: Technologies, M3: Asset Management and M4: Renewable Energy Portfolio, organized in the SWITCH-2016, a Global Expo in Electrical Engineering at Vadodara, from 7th to 10th October 2016.

One-day National Seminar on 'Smart Grid Technologies and Standards' organized jointly with IEEE, at Vadodara on 4th March, 2017.

Status of OPGW provision on transmission lines of GETCO as on 01.04.2017 is as under.

Transmission Line

(Voltage Class wise)

Work Completed (Km) Work in Progress

(Km)

Total Km (For OPGW)

Total Km in System (As on

31.03.2017)

Existing Line (Km)

New Line (Km)

Total (Km)

400KV line 819 103 921 490 1411 5015

220KV Line 155 332 487 4010 4497

18805

132KV Line 5436

Total 974 435 1409 4500 5909 29256

10

Communication of 23 nos. 220KV Sub-stations, 1 no. 132KV Sub-station and 9 nos. 400KV Sub-stations are link over OPGW laid on 400KV/220KV/132KV lines and Fiber Optic Terminal Equipment (FOTE) installed at interconnecting sub-stations.

Line Differential principle based Main-I & Main-II protection for following lines are commissioned using IEEE C37.94 interface card of FOTE over optical fiber connectivity of OPGW.

o 220KV D/C Bechraji - Maruti Suzuki Lines

o 220KV D/C GWIL Dhanki – Dhanki Lines

o 220KV D/C Suva- GNFC Lines

In-house design and engineering of Isolated footing for 6 numbers of special towers of transmission line as per soil strata.

In-house design and engineering of Pile foundation for 12 numbers of Substations for equipments and gantry structures.

In-house design and engineering of Revetment for Transmission tower lines as per following: -

220 kV Line: 12 locations

132 kV Line: 4 locations

66 kV Line: 35 locations In-house design and engineering of Pile foundation for 66 kV Transmission lines: -

Tower type PQ+6, PR+6 & PS+6 for shifting of 66KV Mora-Siddhivinayak & 66 kV Ichhapore - Mora line.

Tower type PS+0 for shifting of Talangpur-Vesu line.

Total 28 nos of locations of 66kv Talangpore-Pandesara line

66kv Sachin (B) vanz - Sachin (B) Puna line. Standardization: -

Revision of Standardization of Indoor and Outdoor Illumination Layout and BOM for 66/11kV Sub-station.

Revision of Standard earthing philosophy for substations.

Listing and standardization of Testing equipments, spares and tools & tackles are standardized for AIS and GIS substations.

66 KV Bus section isolator structure and foundation.

25 MVAr & 50 MVAr, 220 KV reactor foundations suitable for all types of soil.

Civil Engineering for provision of elevator for new Type- 2 & Type-3 quarters (GF +3).

(B) New projects in pipeline:

Installation of 16 Nos. of 220 kV, 25 MVAr Reactor bays in EHV Substations.

Installation of 24 Nos. of 66 kV, 10 MVAr Capacitor banks in EHV Substations.

220/33kV Radhanesda & Harshad GIS Substation for solar park.

220/66kV Kalawad, Wankaner, Ankleshwar, Velanja, Sarigam & Bagasara GIS Substations.

400/220/66kV GIS Substations at Pachham, Bhogat, Kalawad & Bhachunda.

220/66kV Dudhrej (Hybrid) Substation.

220/66kV MotiGop, Virpore, Babra, Kuvadia, Rajula AIS Substations.

Revamping of existing 132 kV Naghedi s/s.

11

Revamping of existing 220kV Anjar (AIS, Single Bus system) to GIS substation with 2 Main bus system and augmentation of 180 MVA transformation capacity.

Construction of new control room at 220 kV Jamnagar s/s.

Addition and extension for 2 Nos. of 220 kV Line bays at 400kV Vadavi, 220kV Bhilad, 220kV Ambheta, 220kV Radhanpur, 400kV Wanakbori TPS and 220kV Jhanor(NTPC) Switchyard.

Augmentation of substations: 132kV S/S: 11 nos. (860 MVA)

220kV S/S: 9 nos. (1080 MVA)

400kV S/S: 01 no. (500 MVA)

EHV circuit breakers replacement: 400 kV: 08 Nos.

220 kV: 61 Nos.

132 kV: 20 No.

Dynamic Line Rating (DLR) system for 66kV Mota Dadva - Jasdan line.

(C) Future Outlook:

Lightning protection using spike along with earth mesh arrangement for 66kV substation Control room building as an alternative of Lightning mast.

STATCOM at 220kV Sagapara Substation.

Fully Digital 220 kV class Substation at existing 66 KV Sevaliya is proposed.

220 kV Power cable trench instead of buried at 220kV Bhilad SS.

Conversion of existing conventional substation to IEC 61850 based automated substation.

Adoption of IEC 61850 compliant IEDs by including

- IEC 61850 Ed-2 features - Cyber security - Process bus (IEC 61850-9-2LE) compliance.

Pilot project of implementing IEC 61850 9-2 LE Process bus independently for 66 kV Bays in 220/66 kV Substation.

Implementation of Parallel Redundancy Protocol on Process bus for SCADA. Fault current limiter (FCL) at 220 kV Haldarva substation.

(D) Various new initiatives:

33 kV Gas Insulated Switchgear for 220/33kV GIS Sub-station at Radhanesda and Harshad Solar park.

3CX500 Sq.mm, 33kV, XLPE power cable for upcoming Radhanesda and Harshad Solar park.

Safety net for 66 kV substations

Approach towards reliable Grid integration and stability for High RE penetration in change scenario by – Real Time Integrated Grid Control System – RTIGCS.

Successful implementation of Siemens make CSDs for 400kV Breakers by deriving modified schematic interface to avoid unsynchronized tripping of CSD during tripping through CSD.

12

Establishment of correct realization of Hybrid switchgear secondary auxiliary contact as per primary switchgear position at different angular position by modifications in CAM setting angular position in ABB hybrid modules and establishing test methodology by developing of detailed secondary auxiliary contact realization verification chart.

On-Line Transformer Intelligent condition monitoring system (OTICM) is incorporated for new EHV Sub stations and on-line DGA equipment for Transformers.

Re-engineering of existing 220 kV Multi Circuit MD type tower for 220 kV cable Termination with modifications instead of new tower design. – Successfully erected & charged

Adoption of existing 220 kV Double circuit tower for 132 kV cable Termination tower with due modifications instead of making new tower design. – Successfully erected & charged

Adoption of 132 kV class Monopoles.

Adoption of Narrow Base towers up to 220 kV lines.

Adoption of Dry type termination for 132 kV class EHV cables.

Transmission Asset Management System.

Optical Fiber communication by providing OPGW on all existing transmission lines 132KV and above and installation of Fiber Optic Terminal Equipment (FOTE) at each sub-station’s end of interconnecting lines for reliable communication with all Grid sub-stations in GETCO with PSDF Support (30%). Total estimated cost of proposal is 576.64 crore.

220 KV Tappar-Morbi line: Re-engineering for modification of collapsed 220 kV multi circuit tower by redesigning of plate and providing ‘HILTI’ make bolt with grout material.

Store building design modified with removing central column and providing chain pulley system for loading unloading of goods/equipment/materials at 400 kV Asoj substation.

TRANSMISSION Transmission Lines & Substation Availability:

Operational Performance Availability:

2010-11

2011-12

2012-13

2013-14 2014-15 2015-16 2016-17

S/S 99.81 99.81 99.83 99.85 99.86 99.86 99.86

Line 99.57 99.48 99.51 99.63 99.63 99.60 99.55

99.2099.3099.4099.5099.6099.7099.8099.90

100.00

% A

vaila

bili

ty

13

For the year 2016-17, we have achieved Substation availability of 99.86 % and Line availability of 99.55 % as compared to 99.86 & 99.60 in year 2015-16, 99.86 % & 99.63 % in year 2014-15, 99.85% & 99.63 % in year 2013-14, 99.83% & 99.51% in year 2012-13 and 99.81% & 99.48% in year 2011-12 respectively. Transmission loss:

Operational Performance - Transmission Losses

Renovation and Modernization (R&M):

• R&M work includes replacement of aged assets like switchgear, relays, obsolete technology, reconditioning of old lines and line structures strengthening, civil maintenance of building, system up gradation etc.

• To adopt condition monitoring and testing technique to assess life of equipment and decide for replacement.

• During the Year 2016-17 an expenditure of Rs. 214.17 Crore was made for R&M activities

• The budget planning for the year 2017-18 is Rs. 271.42 Crore

Condition Monitoring technique for Power Transformers:

Power Transformer is costly and major equipment in Transmission Network. The failure of a Power Transformer badly affects the associated adjoining areas and lines. By applying the condition monitoring techniques for EHV class Power Transformers since 2007, we have saved investment of Rs.3228 lacs in the year 2016-17 in EHV class Power Transformers.

14

15

Safety:

During last 3 years record of accident is as under:

Particulars 2014-15 2015-16 2016-17

Own Employee 10 12 7

(1) Full body harness: Safety is always a major concern for GETCO. To avoid mechanical accident and safe work practice, GETCO has already purchased 1500 No. of Full body harness during FY 2013-14 and allotted to each L.I., L.M. and A.L.M. This will protect line staff while working at height and avoid mechanical accident.

(2) Retractable Block: GETCO has procured 500 No. of Retractable Block during FY 2013-14 for better safety while working on height. The Retractable block is used while working on height when the working height may vary. This tool is useful to block strip emanating from it when sudden change in vertical pull load occur while working at height.

(3) Arc Retardant Suit: GETCO has procured 813 No. of Arc Retardant Suits for safety of employees from hazards while operation and maintenance of 11/22kV breakers. 130 No. of Arc Retardant Suits are also purchased during FY 2016-17.

GETCO is taking adequate safety measures. Those Transmission Divisions & Circles having no accident during the year 2016-17 have been awarded with cash Award & trophy, respectively. GETCO has defined its own “Safety Policy” keeping in view the motto of ‘Zero Accident “Goal”. This Safety Policy takes care of GERC recommendations and regulations laid down by CEA.

STATE LOAD DISPATCH CENTRE (SLDC)

1. Short Term Open Access (STOA) Granted during 2016-17:

16

Sr No Category No Of

Applications

Granted Up to (MW)

Total mus

1 Intra State Short Term Open Access 256.00 618.00 1007.46976

2 Inter State Collective Transaction(PX) 4112.00 4954.90 6472.28387

3 Inter State Bilateral Transaction 1040.00 615.40 2729.27991

Total 5408.00 6188.30 10209.03354

2. System Operation Data:

I. Maximum Demand Catered 15203 MW on 28th March’17. II. Maximum Energy Catered 333.556 MUs on 14th September’16. III. Average Frequency remained 49.996 Hz during the year (Maximum

Instantaneous. Frequency noted in May’16 at 50.44 Hz and Minimum Instantaneous Frequency was noted in November’16 at 49.53 Hz).

IV. Total of 104284.889 MUs Energy Demand was catered during the year. V. Maximum Wind Injection 3114 MW on 15th June’16. VI. Maximum Wind Energy Catered 66.96 MUs on 15th June’16. VII. Maximum Solar Injection 868 MW on 7th April’16. VIII. Maximum Solar Energy Catered 6.174 MUs on 13th March’17.

3. Capacity Addition during FY 2016-17:

17

Particulars Capacity

(MW) GUVNL Share

(MW) Date of

COD

Conventional

BECL Unit No. 1 250 250 16.05.2016

Mauda stage II Unit No. 1 660 147 01.02.2017

BECL Unit No. 2 250 250 27.03.2017

GSEG expansion * 351 351 04.07.2014

DGBPS Unit No. 3 * 376 376 01.02.2016

Non-Conventional

Wind farm 1386 1386

Solar 214 214

* Dhuvaran Stage 3 (376.1 MW) & GSEG Expansion project (351 MW) have been considered for bare minimum fixed cost w.e.f. 01.02.16 & 01.07.14 respectively vide GUVNL Letter No. GUVNL / COM / CFM (IPP)/SLDC/319 dated 13.04.16.

4. SCADA & IT Updates:

a. Data Acquisition Updates

No of RTUs

RTU Category As on 31-03-16 As on 31-03-17

Generating station and Substation Level

153 181

Solar 76 82

OA consumer 167 196

Wind Farm Pooling Stn. 53 69

i. New SCADA system (Alstom make) has been commissioned at SLDC Gotri, Sub - SLDC Jambuva, Sub - SLDC Jetpur, Sub – SLDC Gandhinagar. Also, the backup control centre has been established and functioning with NEW SCADA system at Sub – SLDC Gandhinagar. In new SCADA system additional 8 nos of VPS Screen provided for accommodating more display for efficient and better power system operation

ii. To ensure 100 % availability of real time data availability between various control centres following leased lines are provided. a) Main Control centre Gotri – Backup Control Centre Gandhinagar

(10 Mbps-BSNL) b) Main Control centre Gotri –Sub SLDC Control Centre Gandhinagar

(4 Mbps-BSNL, Airtel) c) Main Control centre Gotri –Sub SLDC Control Centre Jetpur

(4 Mbps-BSNL, Airtel) d) Main Control centre Gotri –Sub SLDC Control Centre Jambuva

(2 Mbps-BSNL) e) Backup Control centre Gandhinagar –Backup WRLDC Control

Centre Delhi upto Dehgam PGCIL (6 Mbps-BSNL)

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f) Backup Control centre Gandhinagar –Sub SLDC Control Centre Jetpur (4 Mbps-BSNL, Airtel)

g) Backup Control centre Gandhinagar–Sub SLDC Control Centre Jambuva (4 Mbps-BSNL, Airtel)

iii. SLDC has planned for replacement of old RTUs of GE due to obsolete technology.

b. IT Updates: i. Cyber security monitoring has been ensured with the help of

admin based Quick heal antivirus through Cyberoam Firewall for internet.

ii. SLDC Control room is equipped with WIFI facility for official communication and android based Samsung mobile instrument.

iii. Automatic Demand Management Scheme (ADMS) is implemented in all four State Distribution companies. ADMS Phase-II is under planning stage for implementation in 100 more Substations.

iv. The E-payment facility for online payment is made operational. v. SLDC is equipped with CCTV (PTZ & static) camera, additional 4

Nos of camera installed and made operationalized for more security purpose. Total 16 nos of CCTV cameras are working.

vi. SLDC is equipped with high speed scanners (5 Nos.) for providing faster and better services to the stake holders.

vii. The Gujarat network is modelled in PSS/E software. It is very much helpful for critical outage security assessment and to carry out studies for proposed network topology changes etc

viii. Video conferencing facility has been successfully working between WRLDC Mumbai and Gotri SLDC, Gandhinagar Backup-SLDC and Jetpur Sub-SLDC.

ix. Implementation of wind forecasting mechanism. x. Analytics Software 1) On Line Oscillation Mode Identification,

2) Hybrid State Estimator and 3) Dynamic Security Assessment from PMU data developed by IIT Bombay is implemented.

HUMAN RESOURCES & KNOWLEDGE MANAGEMENT

Human resource development:

The Company lays great emphasis on upgrading the skills of its human resources. Numbers of need-based training and development programs were organized to develop competency of employees with special emphasis on fostering the culture of innovation thereby enhancing organizational effectiveness and productivity.

Due to regular interaction with the Employees’ Representatives, the industrial relations continued to be cordial, resulting into positive work culture in the organization during the year under review.

Learning and Skill Development Details:

Training & Development has now been renamed as Learning & Skill Development Group.

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62 External training programs were organized during the year and 310 employees have participated.

269 training programs on various subjects were arranged at GEKC, Gotri and 7633 employees have participated.

67 training programs on various subjects were arranged at GETRI and 962 employees have participated.

06 Employees participated in State/National/International level paper presentation on the various subjects and were awarded from GETCO.

Total Rs. 35,000/- has been disbursed to the employees who made paper presentation. The following are the topics on which employees presented paper:

Renewable Energy: The Roadmap and the challenges for India and the developing world.

Deep Dive lateral learning program on inclusive energy solutions

Planning for grid integration of renewable energy - SLDC perspective

Experiences on integrating and balancing Wind Energy

Simple and Reliable Methodology for Wind Generation Forecasting

Forensic Analysis of Failed Surge Arrestors

Interconnection of 11 kV Indoor VCB Panels with different busbar configurations

Case Studies: Quality Control Process and Consistency in Transformer Manufacturing

Adoption of Ester filled power Transformer in GETCO

Forensic Analysis of Failed Surge Arrestors

Hybrid Gas Insulated Switchgear (HGIS)-GETCO Experience

Forensic Analysis of Failed Surge Arrestors

Interconnection of 11 kV Indoor VCB Panels with different bus bar configurations

Retrofitting & Modernization of conventional Substation to an IEC 61850 based Automated Substation – A case study of 400Kv Amreli Substation

Case Studies: Quality Control Process and Consistency in Transformer Manufacturing

Adoption of AL59 as high performance conductor

Education policy:

Education policy of GETCO was framed in year 2009 with and objective to provide financial push up to employees to upgrade his/her knowledge.

07 employees availed the facility during the year 2015-16 and total course fees for reimbursement comes to approx. Rs. 2,24,515/-. The courses being pursued by them are Ph.D, M.Tech, MBA, BAs Energy Managers & Energy Auditors, Post Diploma Degree Course, MBA, Certificate Course of FRS, PGDCA, B Tech, ACPDM (Advance Certificate in Power Distribution Management).

8th Annual Day Program:

The 8th Annual Day Program of GETCO Corporate Office was arranged on 24th January 2017 and Awards were given away on the following categories:

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Recognition to Paper Presentation at National/International Level.

Good Achievements in Sports etc.

Awards to High Performers.

Safety Awards for achieving Zero Accident during the year 2015-2016.

This year we also had a performance by children of employees wherein they were felicitated with gifts. The Event was concluded with cultural program performed jointly by employees of Corporate office as well as field offices.

SPORTS:

This year there were various sports activities organized at Circle level. GETCO stood in the Inter Company Tournaments in Carom for the year 2016-2017. To encourage the participation in sports activities, the winners were awarded in the Annual Day Program held on 24th January 2017.

CSR activities undertaken during FY 2016-17:

GETCO under its Corporate Social Responsibility had executed several activities amounting Rs. 1.46 Crore in FY 2016-17, in the area of infrastructure building in government schools, civil amenities, etc.

Sr. No.

Project CSR Amount Sanctioned

(Rs.)

Actual Expenditure Incurred in FY 2016-17

(Rs.)

Reasons/Remark

1

Contribution of funds for providing 3 Nos. of school buses for schools under Gujarat State Tribal Education Society (GSTES), Tribal Development Department to facilitate students for regular pick-up/drop facility from the nearby town/village to the school premises.

60,00,000.00 60,00,000.00 Fund transferred for procurement of buses.

2 Providing facilities for Grave yard of Sheri (Alina) village, Tal. Mahudha, Dist. Kheda.

7,59,428.00 4,60,137.30

CSR activity was executed in FY 2016-17 and expenditure of Rs.4.60 lakh was incurred in FY 2016-17.

3

Implementation of Leadership Enrichment of Adolescents through Assessment & Development (LEAAD)’ by ‘Foundation for Capacity Building (FCB)’, Vadodara in

7,50,000.00 2,25,000.00

CSR activity was executed in FY 2015-16 and expenditure of Rs.5.25 lakh was incurred in FY 2015-16. Further expenditure of

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Primary Schools, Jambuva, renovated and developed by GETCO in past & GEB School, Vadodara.

Rs. 2.25 lakh of the same activity was accounted in FY 2016-17.

4

Implementation of Leadership Enrichment of Adolescents through Assessment & Development (LEAAD) ‘LEAAD - Ek Pahel’ in 7th standard and ‘LEAAD- Ek Pahel Advanced’ in 8th to 11th standard by ‘Foundation for Capacity Building (FCB)’, Vadodara in Primary Schools, Jambuva, renovated and developed by GETCO in past & GEB School, Vadodara.

10,00,000.00 5,00,000.00

CSR activity was executed in FY 2016-17 and expenditure of Rs.5 lakh was incurred in FY 2016-17. Further expenditure of Rs. 5 lakh of the same activity will be accounted in FY 2017-18.

5

Construction of school building in Bill primary school at village Bill Tal: Baroda, Dist. Baroda

23,23,608.00 23,40,442.37

CSR activity was executed in FY 2016-17 and expenditure of Rs. 23.40 lakh was incurred in FY 2016-17.

6

Construction of school building in Laxmipura primary school at Village Laxmipura Tal: Baroda.

14,64,121.00 2,54,022.36

CSR activity was executed in FY 2015-16 and expenditure of Rs. 13.39 lakh was incurred in FY 2015-16. Further expenditure of Rs. 2.54 lakh of the same activity was accounted in FY 2016-17.

7

Construction of Community Hall in primary school at Rupakheda village, Tal. Zalod, Dist. Dahod.

20,00,000.00 18,10,221.92

CSR activity was executed in FY 2016-17 and expenditure of Rs. 18.10 lakh was incurred in FY 2016-17.

8

Infrastructure building in Rampura Primary Govt. schools under educational program in Bhayali.

21,52,535.00 50,972.66

CSR activity was executed in FY 2014-15 and expenditure of Rs. 10.49 lakh was incurred in FY 2014-15 & expenditure of Rs.0.50 lakh was incurred in FY 2016-17.

9

Construction of RCC overhead tank in place of Underground water Sump in Paravadi village.

9,28,200.00 2,06,766.32

CSR activity was executed in FY 2016-17 and expenditure of Rs. 2.07 lakh was incurred in FY 2016-17.

22

10 Construction of compound wall at Primary School, Village Lakhapar, Tal: Anjar

12,60,891.00 7,85,815.41

CSR activity was executed in FY 2016-17 and expenditure of Rs. 7.86 lakh was incurred in FY 2016-17.

11

Construction of civil amenities at Tal. Abdasa, Dist. Kutch

Increasing the depth of existing pond

Compound wall for cemetery

Community centre

25,34,646.00 19,55,513.52

CSR activity was executed in FY 2016-17 and expenditure of Rs. 19.55 lakh was incurred in FY 2016-17.

Total 2,11,73,429 1,45,88,892

FINANCE & ACCOUNTS

Financial Results:

Particulars [Rupees in Lakhs]

2016-17 2015-16

Total Income 293526 269430

Total Expenditure 265047 238077

Profit before tax 28479 31353

Less: Current Tax 5218 6462

Less: Deferred Tax 12605 11345

Less: Other comprehensive income (net of tax) 2514 616

Total comprehensive income for the year 8142 12929

Important Ratios:

Particulars 2016-17 2015-16

Current Ratio 0.23 0.19

Debt Equity Ratio 1.47 1.42

Net Margin 2.77% 4.80%

Return on Investment 6.41% 7.45%

Return on Equity 1.33% 2.27%

EPS (Rs.) 1.69 2.27

Book value (Rs.) 95.00 91.00

Revenue

The major element of Revenue for the Company is Transmission Charges which is receivable from Gujarat Urja Vikas Nigam Ltd. (GUVNL), four DISCOMs and also from C.P.Ps. using Transmission networks. The expected revenue is fairly certain, as it has no variable component. During the year, GETCO has earned total revenue of Rs. 258444 lakhs from transmission of power which is charged on percentage share of drawl to GUVNL, DISCOMs and C.P.Ps. etc. Besides earning revenue from transmission of power, the company has also earned revenue of Rs. 35082 lakhs from other sources and profit for the year is Rs. 10656 lakhs and Total comprehensive income for the year is Rs.8142 lakhs.

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Dividend:

Considering requirement of funds for system improvement and reserves available, the Directors did not recommend any dividend for the year.

Share Capital:

The Authorized Share Capital of the company is Rs. 2000 Crore divided in to 2,00,00,00,000 Equity Shares of Rs. 10/- each. The Issued Share Capital as on 31st March, 2017 stood at Rs. 640,59,75,200/- and Subscribed and Paid-up Share Capital of the Company stood at Rs. 640,24,35,150/-

During the year 2016-17, the company has further allotted 1,75,82,418 Nos. of Equity Shares of Rs. 10/- each fully paid by way of Right issue to GUVNL. Therefore, the paid-up Share Capital of the Company as on date of this report is Rs. 64024.35 Lakhs.

Statutory Auditors

The Comptroller and Auditor General of India, New Delhi vide its letter No. CAV/COY/GUJARAT, GJETCL (1)/1069 dated 22.08.2016, appointed M/s. JLN US & Co., Chartered Accountants, Vadodara as Statutory Auditors of the Company to audit annual accounts of the company for the year ended 31st March, 2017.

C&AG’S Comments

The Comptroller and Auditor General of India (C&AG) have conducted supplementary audit under Section 143 of the Companies Act, 2013 of the accounts of the company for the Financial Year ended on 31st March, 2017, and has issued Comments vide their Letter No. ES-I/HQ II/ A/Cs/ GETCO/2016-17/614 dated 29/11/2017, a copy of which is placed in this Annual Report and are attached as Annexure-4.

Cost Auditor

The Government of India, Ministry of Company Affairs, Cost Audit Branch, New Delhi, in exercise of powers conferred u/s. 148, notified the Companies (Cost Records and Audit) Rules 2014, under which it is required to audit Cost Accounting Records and Books of Accounts maintained by the Company in respect of Electricity Industry. Accordingly, the Board of Directors appointed M/s. Y.S. Thakar & Co. as Cost Auditors for the F.Y. 2016-17 which have been approved by the Central Government to conduct the Cost Audit of transmission of power related Electricity Industry of the Company.

Internal Auditor

M/s Agarwal & Dhandhania, Chartered Accountants, Surat was appointed as Internal Auditor by Board of Directors vide resolution no. 109.2/1802 dated 27.10.2016 for conducting Internal Audit of the Company for the period from 1st April, 2016 to 31st March, 2017

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Secretarial Auditors: Your Company has appointed M/s. Kashyap Shah & Co, Practicing Company Secretaries, Vadodara for conducting Secretarial Audit for the Year 2016-17 pursuant to Section 204 of the Companies Act, 2013. M/s. Kashyap Shah & Co, Practicing Company Secretaries, Vadodara have issued Secretarial Audit Report (Form MR-3) for the Year 2016-17 which forms part of this report and is furnished as Annexure-5. The report does not contain any qualification.

Related Party Transactions:

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Related Party Transactions for F.Y. 2016-17 has been approved by the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature for F.Y. 2017-18.

Accordingly, the disclosure of related party transactions under section 134(3)(h) of Companies Act, 2013 inform AOC-2 is not applicable.

Transfer to Contingency Reserve Fund:

As per clause No. 71(7) of GERC (MYT) Regulation 2011, up to 0.5% of the average Gross Block original cost of Fixed Assets can be created annually as Contingency Reserve Fund, by way of appropriation from surplus. The amount so appropriated shall be invested in security authorized under the Indian Trust Act 1882 within the period of 6 months of the close of Financial Year. This Contingency Reserve Fund so created, can be utilized to meet various expenses or losses of profit arising out of accident, natural calamities or such circumstances, expenditure of replacement or removal of plant or works etc. as may be approved by the commission. During the year, as there is sufficient funds available for Contingencies, no appropriation is made to the Contingency Reserve Fund.

Material Changes and Commitments between the date of the Balance Sheet and the date of the Report:

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

Conservation of Energy and Technology absorption and Foreign Exchange Earnings and Outgo

The information pertaining to Conservation of Energy and Technology Absorption as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule-8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure-I and attached to and forming part of this Report.

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Secured and Unsecured Loans

The Government of Gujarat (GOG) has apportioned total Loans of Erstwhile GEB as Long Term and Short Term Loans respectively which have been transferred to the successor transferee companies. In absence of specific Government Order for apportionment of secured loans and Multilateral Facility and Securities Sharing Agreement between GUVNL, transferee Companies and Lenders, these loans have been considered as Secured/Unsecured allocated loans from GUVNL.

During the year under report, Company has availed Secured/Unsecured loans from banks/FIs, REC & ADB etc. directly for its funding requirements. The same is shown under Current and Non- Current Liabilities and further bifurcated into Secured/Unsecured loans as per Security given.

Details relating to Deposits covered under Chapter V of the act:

No Deposit covered under Chapter V of the Companies Act 2013 is accepted by the company in the Current Financial Year. (Disclosure may / may not be required).

Disclosure in respect of Scheme formulated under section 67(3) of the Companies act:

NA (Disclosure may / may not be required)

Revision of Financial Statements:

NA (Disclosure may / may not be required)

Internal Control System and their Adequacy

The Company has in place adequate internal financial controls with reference to financial statements commensurate with the size and nature of its business. The Audit committee reviews reports of the Internal Auditor and necessary directions are issued whenever required.

Subsidiary Company

The Company has no subsidiary or Joint venture or associate company.

Managerial Remuneration and Particulars of Employees

Your Company being Government Company is exempt from the applicability of Sec.197 of the Companies Act, 2013 fixing Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits, vide Notification No. GSR-163(E) dated 5th June, 2015 issued by the Ministry of Corporate Affairs, Govt. of India.

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Transfer of unclaimed dividend to investor education and protection fund

Since there was no unpaid/unclaimed Dividend declared and paid, the provisions of Section 125 of the Companies Act, 2013 do not apply to the company.

Penalties/Punishment/Compounding of offences

There were no penalties/ punishment/compounding of offences for breach of any section of the Companies Act against the Company or its Directors or other officers in default, if any, during the year.

REGULATORY & COMMERCE

1) Regulatory Related activity for the year 2016-17;

1. Approval of Truing up of FY 2015-16, Approval of Final Aggregate Revenue Requirement (ARR) for FY 2016-17, Approval of Multi Year Aggregate Revenue Requirement (ARR) for FY 2016-17 to FY 2020-21 & Determination of Tariff for FY 2017-18 by Gujarat Electricity Regulatory Commission (GERC) through Tariff Order dated 31.03.2017 in Petition No. 1620 of 2016. This order comes into force from 01.04.2017.

Sr. No.

Particulars Amount

1 Aggregate Revenue Requirement (ARR) for 2017-18 (Rs. in Crore)

3407.40

2 Total MW Allocation (in MW) 24425

3 Transmission Tariff (Rs/MW/Day) 3821.98

4 Transmission Tariff for STOA collective transactions (Ps./kWh)

33.25

2. Gujarat Electricity Regulatory Commission (GERC) vide Notification No. 5 of 2016 dated 21.06.2016 have implemented “Gujarat Electricity Regulatory Commission (Net Metering Rooftop Solar PV Grid Interactive Systems) Regulations, 2016” in the State of Gujarat.

3. Government of Gujarat vide GR dated 02.08.2016 has issued Gujarat Wind Power Policy, 2016, effective from 02.08.2016 for the period up to 30.06.2021.

4. Government of Gujarat vide GR dated 05.10.2016 has amended the Solar Power Policy, 2015 and Subsidy Scheme for Residential Rooftop Solar Plant.

5. Gujarat Electricity Regulatory Commission (GERC) vide Notification No. 6 of 2016 dated 23.11.2016 have implemented “Gujarat Electricity Regulatory Commission (Electricity Supply Code and Related Matters) (First Amendment) Regulations, 2016” in the State of Gujarat

6. Gujarat Electricity Regulatory Commission (GERC) vide Notification No. 7 of 2016 dated 02.12.2016 have implemented “Gujarat Electricity Regulatory Commission (Multi Year Tariff) (First Amendment) Regulations, 2016” in the State of Gujarat.

27

2) Commerce Related activities for the year 2016-17;

1. Applications for Long & Medium Term Open Access are being processed in time. There are 19 Nos. of Long Term Open Access consumers (Including DISCOM) and 55 Nos. of Medium Term Open Access consumers having total maximum quantum of 21547 MW connected with GETCO Grid.

2. Total 39 Nos. of Transmission Agreement for Medium Term Open Access consumers (MTOA) has been signed during FY 2016-17.

3. Total 349.65 MVA EHV consumer connections are released during FY 2016-17 at different voltage class level.

4. Total installed capacity of renewable energy as on 31st March 2017 is 6599 MW, which includes:

Sr. No.

Renewable Energy Sources Installed Capacity

1 Wind Power 5316 MW

2 Solar Power 1267 MW

3 Biomass Power 41.2 MW

4 Mini-Hydro Power 9.6 MW

Total 6634 MW

Source: GUVNL

SECRETARIAL & STATUTORY DETAILS:

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Changes among Directors and Key Managerial Personnel:

Following changes took place in Board of Directors and key Managerial Personnel of your Company during the year:

Shri B.B. Chauhan (DIN 05314372), was appointed as Additional Director and Managing Director of GETCO with effect from 16th May, 2017.

Ms. D. Thara, IAS (DIN 01911714), Vice Chairman & Managing Director, Gujarat Industrial Development Corp. is appointed as Additional Director of GETCO with effect from 4th March, 2017.

Shri Milind Torawane, IAS (DIN 03632394), Secretary(Expenditure), Finance Department, GOG is appointed as Additional Director of GETCO with effect from 15th July, 2017.

Shri K.M. Bhuva (DIN 07808731), Director (Technical), GUVNL, is appointed as Non-Executive Director of GETCO with effect from 1st September, 2017 as Nominee of GUVNL.

Shri S.K. Negi (DIN 00533049) has resigned from the post of Managing Director, GETCO w.e.f. 16.02.2017 and was ceased as Director of the Company with effect from that date.

Smt. Shahmeena Husain, IAS (DIN 03584560) has resigned from Directorship w.e.f. 14.02.2017 and was ceased as Director of the Company with effect from that date.

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Shri Sanjeev Kumar, IAS (DIN 03600655) has resigned from Directorship w.e.f. 22.06.2017 and was ceased as Director of the Company with effect from that date.

Independent Directors have given declarations u/s 149 (7) of the Companies Act, 2013 that they meet the criteria of independence as laid down u/s 149 (6) of the said Act.

Pursuant to the Provisions of Section 203 of the Companies Act, 2013, Shri N.A. Patel who is appointed as GM (F&A), was designated as CFO of the Company. Shri B.B. Chauhan, Managing Director, Shri Nishant Shrivastava, Company Secretary and Shri N.A. Patel, GM(F&A) & CFO are designated as Key Managerial Personnel of the Company.

B. Declaration of Independent Directors:

Pursuant to the provisions of Section 149(6)/(7) of the Companies Act, 2013 and the relevant Rules, the Company has received necessary declarations from each Independent Director for the FY 2016-17 confirming that they meet the criteria of independence as prescribed under the Act.

C. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committee.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

In a separate meeting of independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive Directors and non-executive Directors. The same was discussed in the Board meeting at which the performance of the Board, its Committees and individual Directors was also discussed.

D. Policy on Directors’ Appointment, etc:

The Company being a Government Company, the provisions of Section 134(3)(e) of the Companies Act, 2013 are not applicable in view of the Notification No. GSR-163(E) dated 05-Jun-2015 issued by the Ministry of Corporate Affairs, Govt. of India.

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E. Meetings of the Board and Committees thereof:

During the Financial Year 2016-17 –

Six Meetings during the Financial Year 2016-17 which were held on 20-05-2016 , 26-08-2016 , 27-10-2016 , 25-11-2016 , 24-01-2017 and 24-03-2017.

Four Meetings of the Audit Committee were held on 19-05-2016, 26-08-2016, 21-11-2016 and 21-03-2017.

Two Meetings of the Corporate Social Responsibility Committee were held on 04-07-2016 and 19-11-2016.

As required under Clause-9 of the Secretarial Standard-1 (SS-1) the details of the number and date of Meetings of Board and Committees held during the Financial Year indicating the number of Meetings attended by each Director are as under:

Meetings

Meetings of Board

107th 20-05-2016 108th 26-08-2016 109th 27-10-2016 110th 25-11-2016 111st 24-01-2017 112nd 24-03-2017

Meetings of Audit

Committee

38th 19-05-2016 39th 26-08-2016 40th 21-11-2016 41st 21-03-2017

Meeting of ID 3rd 21-03-2017

Meeting of CSR

Committee

5th 04-07-2016 6th 19-11-2016

No. of Meetings held during tenure and attended

Name of Director/ Member

Held / Attended Held / Attended Held /

Attended Held /

Attended

Shri L.Chuaungo, IAS 1/1 - - -

Shri Sujit Gulati, IAS 5/5 - - -

Shri S.K. Negi 5/5 3/3 - 2/2

Shri B.B. Swain, IAS - - - -

Smt Shahmeena Husain, IAS

5/3 - -

2/2

Shri Sanjeev Kumar, IAS

6/3 4/1 -

-

Dr. Prafulla Kumar Das, IAS (Retd.)

1/1 - -

-

Shri Mukesh Puri, IAS 5/2 - - -

Shri Pankaj Joshi, IAS 2/2 - - -

Ms. D. Thara, IAS 1/1 - - -

Prof. Sebastian Morris 6/3 4/4 1/1 -

Shri P.H. Rana 6/6 4/4 1/1 2/1

30

Director’s Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2017 the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them

consistently and made judgments 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, 2017 and of the profit of the Company for the year ended on the date;

c) the Directors have taken proper and sufficient care for the maintenance of

adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing the detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern’ basis; e) the Directors have laid down internal financial controls to be followed by the

Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the

provisions of all applicable laws and that such systems are adequate and operating effectively.

Audit committee:

The Audit Committee has been constituted with the terms of reference as prescribed in Section 177 of the Companies Act, 2013 read with Rule-6 of the Companies (Meetings of the Board and its Powers) Rules, 2014. The Chairman of the Audit Committee is an Independent Director. The recommendations made by the Audit Committee during the year were accepted by the Board. The composition of the Audit Committee as on 31st March,2017 is as under:

1. Prof. Sebastian Morris (DIN-00037228) Independent Director 2. Shri Sanjeev Kumar,IAS (DIN-03600655) Director. 3. Shri P.H. Rana (DIN-00020411) Independent Director

Corporate social responsibility (CSR):

In accordance with Section 135 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board has constituted a CSR Committee. The CSR Committee as on the date of this Report consists of the following Directors as Members:

1. Shri Pankaj Joshi, IAS. Chairman 2. Shri P. H. Rana Independent Director 3. Prof. Sebastian Morris Independent Director 4. Shri B.B. Chauhan Member

31

The Company has formulated a Corporate Social Responsibility Policy which, inter-alia, lays down the guidelines and mechanism for undertaking socially useful projects for welfare and sustainable development of the community at large. The CSR Policy is posted on the Company’s website at www.getcogujarat.com

The details of the Policy and the Annual Report on Corporate Social Responsibility activities are given in the attached as Annexure-2 which forms part of this Report.

Vigil mechanism (whistle blower policy):

As required under the provisions of Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism (Whistle Blower Policy). All employees of the Company and Directors on the Board of the Company are covered under the Mechanism. The Vigil Mechanism (Whistle Blower Policy) of the Company is available on the website of the Company at www.getcogujarat.com

Nomination and remuneration committee and policy:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board of Directors has constituted Nomination and Remuneration Committee. The Ministry of Corporate Affairs, Govt. of India has vide Notification No. GSR-163(E) dated 05-Jun-2015 has modified the application of provisions of Section 178 for Government companies so as to apply the same with regard to appointment of ‘senior management’ and other employees. The Board has on the recommendation of the Committee formulated Remuneration Policy for senior management and other employees.

Risk management:

Draft Risk Management Policy is prepared as per Section 134 and it is under finalization. However, it is a practice in GETCO to follow the Risk Management practices in Project execution and system operation.

Extract of annual return:

The information required to be disclosed pursuant to Section 134(3)(a) of the Companies Act, 2013 with respect to extract of Annual Return pursuant to the provisions of Section 92 read with Rule-12 of the Companies (Management and Administration) Rules, 2014 is furnished in Form MGT-9 as Annexure-3 and attached to and forming part of this Report.

Disclosure under the sexual harassment of women at workplace (prevention, prohibition & redressal) act, 2013:

In line with provisions of Sexual Harassment of Women (Prevention, Prohibition & Redressal) Act, 2013, an “Internal Committee” has been constituted by the Company for Redressal of compliant(s) against sexual harassment of women employees. During the year under review, the Company had received two complaints out of that, one is disposed off and another is under process of disposal.

32

Other disclosures:

Your directors state that no disclosure or reporting is required in respect of the following item as there were no transactions on these items during the year under review:

a) The Company has not declared any dividend and therefore, there was no unpaid or unclaimed dividend and hence no disclosure is required to be made pursuant to the provisions of Section 125 of the Companies Act, 2013.

b) There was no change in the nature of business of the Company during the year.

c) No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

d) The Company is engaged in the distribution of power which is covered under the exemption provided under Section 186(11) of the Companies Act, 2013. Accordingly, details of loan given or guarantee or security provided by the Company are not required to be reported. The Company has not made any investment during the year.

e) The Company has no subsidiary or joint venture or associate company as defined under the Companies Act, 2013.

f) The Company being a Government Company is exempted vide Notification No. GSR-163(E) dated 05-Jun-2015 issued by the Ministry of Corporate Affairs, Govt. of India, to furnish information as required under Section 197 of the Companies Act, 2013 relating to particulars of employees.

g) During the year under review, the Company has neither accepted nor renewed any deposits covered/as defined under Chapter-V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

h) There were no instances of frauds identified or reported by the Statutory Auditors during the course of their audit pursuant to Section 143(12) of the Companies Act, 2013.

i) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s operations in future, except as stated elsewhere in this Report.

j) The Company has complied with the applicable Secretarial Standard.

33

ACKNOWLEDGMENT

Your directors place on record their sincere thanks for the guidance and co-operation extended all through by the Ministry of Power, Government of Gujarat, our four Distribution Companies, Gujarat Electricity Regulatory Commission (GERC), concerned Revenue, Police, Tax Authority etc, both at the State and Central level for their active support. The Management also extends its sincere thanks to the suppliers and erection agencies for the constructive support.

Your Directors also place on record grateful thanks to the various Banks and Financial Institutions for their continued trust and confidence reposed by them by rendering timely financial assistance for successful implementation of the Projects by the Company. The Board further immensely thanks the Holding Company M/s. Gujarat Urja Vikas Nigam Ltd (GUVNL) for its co-operation and in giving valuable support and guidance in every field to the Company.

Last but not the least, the Board of Directors place on record the deep appreciation for the valuable services rendered by all its employees.

For and on behalf of the Board

Date: Place: Chairman

34

Annexure I

To the Director’s Report

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORRPTION, AND FOREGIN EXCHANGE EARNING AND OUTGO:

[A] Conservation of Energy:

Gujarat Energy Transmission Corporation Limited is committed to adopt and Support state policies for Renewable Energy and Climate change initiative of GoG. The very purpose to contribute to it is for long term energy security and ecological sustainable growth. GETCO is actively pursuing clean energy programs through energy conservation:

GETCO has installed 30 KW Roof Top Solar Power Plant at 220 KV Jambuva,

220 KV Gondal & 220 KV Anjar Substation and they are operating continuously.

We are supporting various solar developers by commissioning sub-station in

time for evacuation of solar energy.

Benchmarking of Auxiliary consumption in our sub-station to reduce the losses.

Strategic development of network by constructing link lines which has reduced

transmission losses to 3.85%

Adoption of AL-59 conductor which operates at 95°C but having I2R loss less

than the ACSR conductor.

Developing work culture for energy conservation awareness by various street

shows, rallies, and meeting with employees & society.

Providing centralized lighting energy saver at 400 KV S/s where energy

consumption is more.

Installation of Capacitor Bank to avoid reactive energy loss in long

transmission network. As on March-17, GETCO has installed 4900 MVAR. GETCO

has planned to commission new 1027.5 MVAR capacitor banks in forthcoming

years and work is under progress.

Standardized illumination & electrical layouts for energy efficient switching.

Adopting LED’s for street lighting for substation as well as for colonies.

35

Conservation of energy: Solar Roof Top (RE) installed & commissioned at 220 KV Anjar, 220 KV Jambuva & 220 KV Gondal.

[B] Technology Absorption:

Adoption of New Maintenance Techniques:

The condition monitoring is very effective tool for prediction of Asset healthiness. At present GETCO has used various type of Condition Monitoring Equipment i.e. Tan Delta & Capacitance Measurement, SFRA, DCRM and Battery Impedance Measurement etc., for checking healthiness of the various sub-station equipments. These are used under off line condition which require outage, and affects availability of equipment. For that GETCO is developing maintenance philosophy as below:

In present scenario the load growth and development of industries in Gujarat region is tremendously high. Non-availability of equipment is not desirable in such high demand network.

In addition to this, Online condition monitoring tools are also essential for speedy assessment of healthiness of assets. GETCO has started on line condition monitoring survey by means of On-Line Condition Monitoring like LCM, Thermovision, Measurement of Partial Discharge, On-Line DGA, Hot line washing etc. to ensure timely action to prevent catastrophic failure of equipments and increase system availability.

Name of SS

Average unit generated in KWH (FY 2016-2017)

Apr-16

May-16

Jun-16

Jul-16

Aug-16

Sep-16

Oct-16

Nov-16

Dec-16

Jan-17

Feb-17

Mar-17

Average

220KV Anjar

54.09 56.82 48.52 33.03 34.45 52.74 47.06 44.01 38.37 47.54 50.05 45.26 45.99

220KV Jambuva

42.91 31.98 43.47 29.41 26.91 42.61 40.74 39.27 39.58 37.64 41.29 45.05 38.41

220KV Gondal

55.01 54.55 44.08 30.18 30.74 45.62 45.79 48.59 48.16 48.87 54.68 52.78 46.59

Total average unit / day 43.66

Total average unit / month 1309.87

Saving per SS /Month (7 Rs cost)

9169.12

Saving per SS /Year (7 Rs cost)

110029.46

Saving for three SS / year 330088.37

Total Cost of Solar plan at all SS

5195100

Payback period in years 15.74

36

[C] FOREGIN EXCHANGE EARNING AND OUTGO:

Sr. No. Foreign Exchange Earnings Rupees in Lakhs

I Interest NIL

ii Others NIL

Sr. No. Foreign Exchange Outgo Rupees in Lakhs

I Capital Goods and Spare Parts NIL

ii Professional and Consultancy Fees 4.59

iii Interest NIL

iv Others (Commitment charges) NIL

37

Annexure 2

Annual Report on Corporate Social Responsibility (CSR) activities for the FY 2016-

17.

REPORT ON CORPORATE SOCIAL RESPONSIBILITY

1. A brief outline of the company’s CSR policy,

including overview of projects or programs

proposed to be undertaken and a reference

to the web-link to the CSR policy and

projects or programs.

Corporate Social Responsibility policy is on our

website:www.getcogujarat.com

2. The Composition of the CSR Committee The CSR committee of the Board comprises the

following Directors:

1. Shri Pankaj Joshi,IAS

2. Shri P H Rana

3. Prof. Sebastian Morris

4. Shri B B Chauhan

3. Average net profit of the Company for last

three financial years i.e (FY 2012-13 to FY

2014-15)

Rs. 373.78 Crore

4. Prescribed CSR Expenditure

(two percent of the amount as in item 3

above)

Rs. 7.47 Crore

5. Details of CSR spent during the financial

year:-

a) Total amount to be spent for the

financial year

b) Amount Unspent, if any

Rs. 7.47 Crore

Rs. 6.01 Crore

(Rs. 6.01 Cr = Rs. 7.47 Cr – Rs. 1.46 Cr)

38

c) Manner in which the amount spent during the financial year as given below:

(1) (2) (3) (4) (5) (6) (7) (8) Sr.

No

CSR Project or activity identified

Sector in which the project is covered

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

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs (1) Direct expenditure on projects or programs (2) Overhead

Cumulative expenditure up to the reporting period

Amount spent: Direct or through implementing agency

1.

Contribution of funds for providing 3 Nos. of school buses for schools under Gujarat State Tribal Education Society (GSTES), Tribal Development Department to facilitate students for regular pick-up/drop facility from the nearby town/ village to the school premises.

Education Chhotaudepur & Dahod

60,00,000.00

60,00,000.00

60,00,000.00

Through Gujarat State Tribal

Education Society (GSTES)

2

Providing facilities for Grave yard of Sheri (Alina) village, Tal. Mahudha, Dist. Kheda.

Community Welfare

Village Sheri, Tal. Mahudha, Dist. Kheda

7,59,428.00

4,60,137.30

4,60,137.30

Direct

3

Implementation of Leadership Enrichment of Adolescents through Assessment & Development (LEAAD)’ by ‘Foundation for Capacity Building (FCB)’, Vadodara in Primary Schools, Jambuva, renovated and developed by GETCO in past & GEB School, Vadodara.

Education Dist. Vadodara, Gujarat

7,50,000.00

2,25,000.00

2,25,000.00

Through Foundation

for Capacity Building (FCB)

4

Implementation of Leadership Enrichment of Adolescents through Assessment & Development (LEAAD) ‘LEAAD - Ek Pahel’ in 7th standard and ‘LEAAD- Ek Pahel Advanced’ in 8th to 11th standard by ‘Foundation for Capacity Building (FCB)’, Vadodara in Primary Schools, Jambuva, renovated and developed by GETCO in past & GEB School, Vadodara.

Education Dist. Vadodara, Gujarat

10,00,000.00

5,00,000.00

5,00,000.00

Through Foundation

for Capacity Building (FCB)

39

(1) (2) (3) (4) (5) (6) (7) (8) Sr.

No

CSR Project or activity identified

Sector in which the project is covered

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

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs (1) Direct expenditure on projects or programs (2) Overhead

Cumulative expenditure up to the reporting period

Amount spent:

Direct or through impleme

nting agency

5

Construction of school building in Bill primary school at village Bill Tal: Baroda, Dist. Baroda

Education Village Bill Tal. & Dist. Vadodara

23,23,608.00

23,40,442.37

23,40,442.37

Direct

6

Construction of school building in Laxmipura primary school at Village Laxmipura Tal: Baroda.

Education

Village Laxmipura Tal. & Dist. Vadodara

14,64,121.00

2,54,022.36

2,54,022.36

Direct

7

Construction of Community Hall in primary school at Rupakheda village, Tal. Zalod, Dist. Dahod.

Community Welfare

Village Rupakheda, Tal. Zalod, Dist. Dahod.

20,00,000.00

18,10,221.92

18,10,221.92

Direct

8

Infrastructure building in Rampura Primary Govt. schools under educational program in Bhayali.

Education

Village Rampura Tal. & Dist. Vadodara

21,52,535.00

50,972.66

50,972.66

Direct

9

Construction of RCC overhead tank in place of Underground water Sump in Paravadi village.

Community Welfare

Tal. Gariyadhar & Mahuva of Dist. Bhavnagar

9,28,200.00

2,06,766.32

2,06,766.32

Direct

10

Construction of compound wall at Primary School, Village Lakhapar, Tal: Anjar

Education Village Lakhapar, Tal: Anjar

12,60,891.00

7,85,815.41

7,85,815.41

Direct

11

Construction of civil amenities at Tal. Abdasa, Dist. Kutch

Increasing the depth of existing pond

Compound wall for cemetery

Community centre

Community Welfare

Village Bhachunda, Tal. Abdasa, Dist. Kutch

25,34,646.00 19,55,513.52 19,55,513.52 Direct

Total 2,11,73,429 1,45,88,892 1,45,88,892

6. In case, the Company has failed to spend two percent of the average net profit of the last

three financial years or any part thereof, the Company shall provide the reasons for not

spending the amount in its Board report:

Looking to the non expenditure of the full CSR budget of FY 2016-17 as required under the

Act, the following are the major reasons:

1. Various activities which were initiated during FY 2016-17 are still under progress at

different stages and will be completed during FY 2017-18. The expenditure of such

40

activities will be reflected in the FY 2017-18 onwards.

2. Earlier, GETCO has executed CSR activities, based on the requirement of local

population, across its operational areas. Currently, GETCO is also proactive in

identifying/ assessing CSR needs and plan for those CSR projects to fulfill such gaps/

requirements. This change in approach is now bearing good results. However, it is also

taking more time in identification and implementation of new CSR activities.

3. Implementation of GETCO CSR Policy & its framework require coordination of various

stakeholders i.e. GETCO officials, Government machineries and local people at large.

Proposing and carrying out new CSR activities in close coordination with all stakeholders

took time during the year.

4. Company is in the process of exploring various projects and opportunities for CSR

activities which can deliver the maximum impact to society. The Company plans to

accelerate the pace of CSR spending in the years to come and will endeavor to spend on

CSR activities in accordance with the prescribed law & limit. We are hopeful that, we

will identify new CSR activities & make all efforts to reach the target in future years.

5. Recently North Gujarat, especially, Banaskantha and Patan were hit severely by

catastrophic rains, leading to floods. The two distrcts have been declared as flood

affected by the Govt. of Gujarat. Disaster of such mammoth magnitude and losses

require more efforts and aid for relief and rehabilitation to bring back normalcy. GETCO

being a prudent organization has contributed Rs. 2 Crore in ‘Chief Minister Relief Fund’

within the statutory permissible limits for relief and rehabilitation of flood affected

areas of North Gujarat

7. Responsibility statement, of the CSR Committee, that the implementation and monitoring

of CSR Policy, is in compliance with CSR objectives and Policy of the Company duly signed

by Director and Chairperson of the CSR Committee.

The CSR Committee of the Company hereby confirms that the implementation and

monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

For Gujarat Energy Transmission For and on behalf of the CSR Corporation Limited Committee of Gujarat Energy Transmission Corporation Limited

(Managing Director) (Chairman, CSR Committee)

41

Annexure: 3

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2017

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration ) Rules, 2014.

I REGISTRATION & OTHER DETAILS:

i CIN U40100GJ1999SGC036018

ii Registration Date 19.05.1999

iii Name of the Company GUJARAT ENERGY TRANSMISSION CORPORATION LIMITED

iv Category/Sub-category of the Company

Company limited by shares / State Government Company

v Address of the Registered office & contact details

Reg. & Corporate Office Sardar Patel Vidyut Bhavan, Race Course,

Vadodara -390007.

vi Whether listed company NO

vii Name , Address & contact details of the Registrar & Transfer Agent, if any.

NOT APPLICABLE

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated

Sr. No. Name & Description of main products/services

NIC Code of the Product /service

% to total turnover of the company

1 Transmission of Electricity 35107 88.05%

III

PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

Sr. No. Name & Address of the

Company CIN/GLN

HOLDING/ SUBSIDIARY

/ ASSOCIATE

% OF SHARES HELD

APPLICABLE SECTION

1 Gujarat Urja Vikas Nigam

Limited U40109GJ2004SGC045195 Holding 98.05 2 (46)

42

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% change during

the year

De mat

Physical Total

% of Total Shares

Demat

Physical Total % of Total

Shares

A. Promoters

(1) Indian

a) Individual/HUF 0 70 70 0 0 70 70 0 0 0

b) Central Govt.or State Govt. 0 12500000 12500000 2.01 0 12500000 12500000 1.95 0 0

c) Bodies Corporates 0 610161027 610161027 97.99 627743445 627743445 98.05 0.06 0

d) Bank/FI 0 0 0 0 0 0 0 0 0 0

e) Any other 0 0 0 0 0 0 0 0 0 0

0

SUB TOTAL:(A) (1) 0 622661097 622661097 100 0 627743445 627743445 100 0.06 0

(2) Foreign

a) NRI- Individuals 0 0 0 0

b) Other Individuals 0 0 0 0 0 0 0 0 0 0

c) Bodies Corp. 0 0 0 0 0 0 0 0 0 0

d) Banks/FI 0 0 0 0 0 0 0 0 0 0

e) Any other… 0 0 0 0 0 0 0 0 0 0

SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0 0

Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 0 622661097 622661097 100 0 627743445 627743445 100 0.06 0

B. PUBLIC SHAREHOLDING

(1) Institutions

a) Mutual Funds 0 0 0 0 0 0 0 0 0 0

b) Banks/FI 0 0 0 0 0 0 0 0 0 0

C) Cenntral govt 0 0 0 0 0 0 0 0 0 0

43

d) State Govt. 0 0 0 0 0 0 0 0 0 0

e) Venture Capital Fund 0 0 0 0 0 0 0 0 0 0

f) Insurance Companies 0 0 0 0 0 0 0 0 0 0

g) FIIS 0 0 0 0 0 0 0 0 0 0

h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0 0

i) Others (specify) 0 0 0 0 0 0 0 0 0 0

SUB TOTAL (B)(1): 0 0 0 0 0 0 0 0 0 0

(2) Non Institutions

a) Bodies corporates

i) Indian 0 0 0 0 0 0 0 0 0 0

ii) Overseas 0 0 0 0 0 0 0 0 0 0

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs.1 lakhs 0 0 0 0 0 0 0 0 0 0

ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs 0 0 0 0 0 0 0 0 0 0

c) Others (specify) 0 0 0 0 0 0 0 0 0 0

SUB TOTAL (B)(2): 0 0 0 0 0 0 0 0 0 0

Total Public Shareholding (B)= (B)(1)+(B)(2) 0 0 0 0 0 0 0 0 0 0

C. Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 0 622661097 622661097 100 0 627743445 627743445 100 0.06 0

44

(ii) SHARE HOLDING OF PROMOTERS

Sr. No.

Shareholders Name

Shareholding at the Beginning of the year

Shareholding at the end of the year

% change

in share

holding during

the year

No. of shares

% of total

shares of the

company

% of shares

pledged encumbered to

total shares

No. of shares

% of total

shares of the compa

ny

% of shares

pledged encumbered to

total shares

1 Governor of Gujarat 12500000 2.01 - 12500000 1.95 - -

2 Gujarat Urja Vikas Nigam Limited 610161027 97.99 - 627743445 98.05 - -

3

Shri Pankaj Joshi, IAS (Nominee of GUVNL) 10

0

- 10 0.00 - -

4

Shri M. B. Parikh(Nominee of GUVNL) 10 - 10 0.00 - -

5

Shri Parthiv Bhatt (Nominee of GUVNL) 10 - 10 0.00 - -

6

Shri K.P.Jangid (Nominee of GUVNL) 10 - 10 0.00 - -

7

Smt. Sailaja Vachhrajani(Nominee of GUVNL) 10 - 10 0.00 - -

8

Shri Shubhadeep Sen(Nominee of GUVNL) 10 - 10 0.00 - -

9

Shri Nimesh A. Patel(Nominee of GUVNL) 10 - 10 0.00 - -

Total 622661097 100 - 640243515 100.00 - -

45

(iii) CHANGE IN PROMOTERS' SHAREHOLDING (SPECIFY IF THERE IS NO CHANGE)

(Financial Year 2016-17).

Sr. No.

Name of Shareholder

Shareholding at the beginning of the Year

Cumulative Share- holding during the

year (01-04-16 to 31-03-17)

No. of Shares

% of total

shares of the

company

No of shares

% of total shares of

the company

1 Gujarat Urja Vikas Nigam Limited

610161097 97.99 627743515 98.05

2 Date wise increase/decrease in promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/sweat equity etc.: (Increase : By way of allotment

17582418 0.00 0 0.00

3 At the end of the year 627743515 97.99 627743515 98.05

(iv)

Shareholding Pattern of top ten Shareholders (other than Direcors, Promoters & Holders of GDRs & ADRs) (Financial Year 2016-17).

Sr No.

Name of Shareholder

Shareholding at the end of the year

Date

Increase/ Decrease in Share-holding

Reason

Cumulative Share-holding during the

year ( 01-04-16 to

31-03-17)

For Each of the Top 10 Shareholders

No.of shares

% of total shares of

the company

No. of shares

% of total shares of

the company

1 At the beginning of the year

2 Date wise increase/decrease in Share-holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/ sweat equity etc)

Not Applicable

3 At the end of the year (or on the date of separation, if separated during the year)

46

(v) Shareholding of Directors & Key Managerial Personnel (Financial Year 2016-17)

Sr. No.

Name

Shareholding at the end of the year

Date

Increase/ Decrease in share-holding

Reason

Cumulative Shareholding

during the year (01.04.2016 to

31.03.2017)

No. of Shares at the

beginning of the year (01.04.

2016)/end of the year

(31.03.2017)

% of total shares of

the Company

No. of Shares

% of total shares of the Company

1

Smt. Shahmeena Husain, IAS 10 0.00 16.12.2011 Transfer 0 0

0 0.00

2 Shri Pankaj Joshi,IAS 10 0.00 24.03.2017 10 0.00

10 0.00

All other Directors, Shri Nishant Shrivastava, Company Secretary and Shri N.A.Patel- CFO -Key Managerial Perosnnel of the Company do not hold shares of the Company.

47

V Indebtness:

Indebtness of the Company including Interest Outstanding/accrued but not due for payment:

(Amount in Rs.)

Particulars Secured Loans

excluding Deposits Unsecured Loans Deposits Total Indebtness

Indebtness at the beginning of the financial year

(i) Principal amount 65,39,49,80,356 15,12,88,84,365 - 80,52,38,64,721

(ii) Interest due but not paid 6,55,03,521 - - 6,55,03,521

(iii) Interest accrued but not due 1,73,69,457 11,87,25,407 - 13,60,94,864

Total (i+ii+iii) 65,47,78,53,334 15,24,76,09,772 - 80,72,54,63,106

Changes in the Indebtness during the financial year

Addition 33,47,71,53,082 32,58,82,76,281 - 66,06,54,29,363

Reduction 48,40,18,27,275 8,23,08,15,935 - 56,63,26,43,210

Net Change -14,92,46,74,193 24,35,74,60,346 - 9,43,27,86,153

Indebtness at the end of the financial year

(i) Principal amount 50,30,53,86,259 39,47,89,19,734 - 89,78,43,05,993

(ii) Interest due but not paid 17,51,93,693 - - 17,51,93,693

(iii) Interest accrued but not due 7,25,99,189 12,61,50,384 - 19,87,49,573

Total (i+ii+iii) 50,55,31,79,141 39,60,50,70,118 - 90,15,82,49,259

48

Annexure 1 VI. A. Remuneration to Managing Directors, Whole Time Directors and or Manager;

Particulars of Remuneration Mr. S K Negi Mr. B.B. Chauhan Total Amount

(in Rs.)

Designation Managing Director

I/c Managing Director

Period 01-04-16 to

15-02-17 16-02-17 to

31-03-17

Gross Salary

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

69,86,998.00 2,34,378.00 72,21,376.00

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

3,77,758.00 - 3,77,758.00

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

- - -

Stock Option - - -

Sweat Equity - - -

Commission -as % of profit -others, specify….

- - -

Others, please specify 2,96,382.00 26,644.00 3,23,026.00

Total (A) 76,61,138.00 2,61,022.00 79,22,160.00

Ceiling as per the Act Exempt for Government Companies as per MCA Notification dated 5th June, 2015

49

Annexure 1 VI. B. Remuneration to Other Directors

S. No.

Particulars of

Remuneration

Name of Director(s)

Total Amount (in Rs.)

Shri Sujit

Gulati, IAS

Shri L.

Chuaungo, IAS

Shri Pankaj

Joshi,

IAS

Shri P.K. Das, IAS

Shri Muke

sh Puri, IAS

Shri Sanjeev Kumar, IAS

Smt. Shahmeena

Husain, IAS

Smt. D.

Thara, IAS

Shri S.B. Khyalia

Prof. S.

Morris

Shri P.H. Rana

Shri S.K. Negi

1

Independent Directors

a) Fees for Attending Board/ Committee Meetings

-

-

-

4500

-

-

-

-

- 40500 58500

-

1,03, 500

b) Commission

-

-

-

-

-

-

-

-

-

-

-

-

-

c) Incidental Charges

4000 1000 4000 1000 2000 4000 6000 1000 6000 9000 13000 12000

63,000

TOTAL (1)

4,000

1,000

4,00

0

5,500

2,000

4,000

6,000

1,00

0

6,00

0

49,500

71,500

12,000

1,66,

500

2

Other Non-Executive Directors

a) Fees for Attending Board/ Committee Meetings

-

-

-

-

-

-

-

-

-

-

-

-

-

b) Commission

-

-

-

-

-

-

-

-

-

-

-

-

-

c) Incidental Charges

-

-

-

-

-

-

-

-

-

-

-

-

-

TOTAL (2)

-

-

-

-

-

-

-

-

-

-

-

-

-

Total Managerial Remuneration (1+2)

4,000

1,000

4,00

0

5,50

0

2,000

4,000

6,000

1,00

0

6,00

0

49,500

71,500

12,000

1,66,500

Overall Ceiling as per the Act Exempt for Government Companies as per MCA Notification dated 5th June, 2015

50

Annexure 1 VI. C. Remuneration to Key Managerial Personnel Other than MD/ Manager/

WTD.

Particulars of Remuneration Shri Nimesh A.Patel

Shri Jaynish Modi

Shri Nishant Shrivastava

Total Amount (in Rs.)

Gross Salary

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

669492 987185 1205508 2862185

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

- - - -

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

- - - -

Stock Option - - - -

Sweat Equity - - - -

Commission -as % of profit -others, specify….

- - - -

Others, please specify 70771 101363 112923 285057

Total 740263 1088548 1318431 3147242

51

VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES (Financial Year 2016-

17).

Type

Section of the

Companies Act

Brief Description

Details of Penalty/

Punishment/ Compounding fees imposed

Authority (RD/NCLT/

Court)

Appeall made if

any (give

details)

A. COMPANY

Penalty - - - - -

Punishment - NIL -

Compounding - - - - -

B. DIRECTORS

Penalty - - - - -

Punishment - NIL -

Compounding - - - - -

C. OTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - NIL -

Compounding - - - - -

For and on behalf of Board of Directors

Gujarat Energy Transmission Corporation Ltd. Chairman

Date:

Place:

52

Annexture-4

Management Reply to the comment of the Comptroller and Auditor General of India

under Section 143(6)(b) of the Companies Act, 2013 on the Accounts of Gujarat Energy

Transmission Corporation Limited, Vadodara for the year ended March 31, 2017

Sr. No.

Comment Reply

A. COMMENT ON FINANCIAL POSITION

1. Balance Sheet

Equity and Liabilities Deferred Government Grants, Subsidies & Consumer Contribution (Note No.20): - Rs. 1411.87 crore

The Company vide note no 47 has

inter-alia stated that "with effect

from 01 April 2016, the Company has

changed the method of computing

the grants/consumer contribution

received against depreciable assets to

be recognized in statement of profit

and loss from reducing balance

method to the straight line method

and consequently the rates at which

grant is recognized in the statement

of profit and loss. The Company has

determined that the change to

recognize grants in proportion of

the depreciation expenses is a change

in accounting estimates and is to be

applied prospectively."

As per paragraph No. 8.4 of AS-

12, Grants related to depreciable

assets are treated as deferred

income which is recognised in the

Both Ind AS 20 and AS 12 on Government

grants in Indian Accounting Standards (Ind AS)

and Previous GAAP are in-principle the same in

relation to initial recognition of grants as well

as recognition of grants in profit or loss. Both

Ind AS 20 and AS 12 require / mandate a

systematic basis of recognizing grants. It does

not mandate what the systematic basis should

be.

The Company has adopted a uniform policy to

treat the Consumer Contribution and Capital

Grant as deferred credit and to be transferred

as Deferred Income on Reducing Balance

Method (WDV Method) since its inception as a

deliberated and uniform decision based on the

facts and circumstances assessed at that time

and the same has been reviewed and

considered by the different Auditors of the

Company since inception and have noted it to

be in compliance with GAAP requirements.

However, the WDV Method of recognizing

Grants though in compliance with AS-12 as

well as IndAS 20, results into a variation in the

depreciation expense recognised and the

amount of grant recognised in profit & Loss

Statement every year. The Company noted,

based on its own experience and considering

treatment given by other entities, that using

the same method of recognizing grants would

53

profit and loss statement on a

systematic and rational basis

over the useful life of the asset.

As per paragraph 17 of Ind AS

20, grants related to depreciable

assets are usually recognised in

profit or loss over the periods and

in the proportions in which

depreciation expense on those

assets is recognised.

The above change in method

was made by the Company as

there was a mismatch of the

grants recognized in the Statement

of Profit and Loss versus the

related depreciation expense.

Thus, the Company has changed

the method of recognition of

deferred income in order to align

the recognition of deferred

income with the related

depreciation expense. As the

provision for treatment of deferred

income to be recognised in the

profit and loss statement on a

systematic and rational basis over

the useful life of the asset are

same in AS-12 and Ind AS 20, the

change was not mandated by Ind

AS 20. Hence, the Company

changed the method in order to

correct an error.

Since the depreciable assets

related to which grants/ consumer

contribution received have been

capitalized in the books of accounts,

reduce the variation of depreciation and grants

recognised during any year and the SLM

method fulfills the requirement of IndAS 20 i.e.

a systematic basis of recognizing grants and is

also the method used to depreciate assets, and

accordingly the Company, has changed the

method of recognizing Grants in the Statement

of Profit & Loss w.e.f. 01.04.2016 to match

with the method used to depreciate the assets

against which the grants were received.

Further, it is also to be noted that the

selection of WDV method was neither

error/omission nor a misstatement from a

failure to use or misuse of reliable information.

The para 48 and para 34 of Ind AS 8 also

pointed out that corrections of errors are

distinguished from changes in method of

recognizing Grants into P&L Account from WDV

Method to SLM. Both under Ind AS 16 and AS

10 it has to be considered as a change in

accounting estimate to be applied

prospectively and not retrospectively.

Since capital grants are linked to the assets, it

is to consider how a change in depreciation

method would be regarded i.e., a change in

accounting policy or a change in estimate as

well as its accounting treatment. Here, the

change in the method of depreciation would be

considered as a change in accounting estimate

under IndAS 16 – Property, Plant and

Equipment as well as in earlier AS – 10

Property, Plant and Equipment and all changes

in accounting estimates are to be applied

prospectively and not retrospectively.

In view of above, Deferred Govt. Grants, Subsidies

and Consumer Contribution and retained earnings

54

the effect of such change should be

worked out retrospectively and

accounted for in the opening

balance of Deferred Government

Grants, subsidies and Consumer

contribution.

This has resulted in overstatement

of retained earnings and

understatement of balances of

Deferred Government Grants,

Subsidies and Consumer

Contribution towards capital assets

by Rs. 403.57 crore as at 31 March

2017.

are correctly reflected in the Financial Statements

in compliance with IndAS and there is no over-

statement of retained earnings and under-

statement of balance of Deferred Govt. Grant &

Subsidies and Consumer contribution towards

Capital Assets by Rs. 403.57 crores as at 31st

March, 2017.

55

Annexture-5

Secretarial Audit Report

(For the Financial year ended on 31st March, 2017) [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, GUJARAT ENERGY TRANSMISSION CORPORATION LIMITED SARDAR PATEL VIDYUT BHAVAN RACE COURSE, BARODA – 390007 We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practice by GUJARAT ENERGY TRANSMISSION CORPORATION LIMITED (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2017, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company, for the financial year ended on 31st March, 2017, according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder.

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed

thereunder: – Not Applicable to the Company during the Audit period.

4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment and External Commercial Borrowings.

5. The following Regulations and Guidelines prescribed under the Securities and

Exchange Board of India Act, 1992 (‘SEBI Act’).

56

A. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011: – Not Applicable to the Company during the Audit period.

B. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992: – Not Applicable to the Company during the Audit period.

C. The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009. - Not Applicable to the Company during the Audit Period.

D. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. - Not Applicable to the Company during the Audit Period.

E. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. - Not Applicable to the Company during the Audit Period.

F. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client: - Not Applicable to the Company during the Audit Period.

G. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. - Not Applicable to the Company during the Audit Period and

H. The Securities and Exchange Board of India (Buyback of Securities)

Regulations, 1998. - Not Applicable to the Company during the Audit Period.

I. Other laws specifically applicable to the Company:

(i) Electricity Act,2003 (ii) Gujarat Electricity Industry (Reorganization and regulation) Act,2003 (iii) Gujarat Electricity Duty Act,1958

We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii)The Listing Agreements entered into by the Company with stock exchange. – Not

Applicable to the Company during the Audit period. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above. We further report that:

57

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, were generally sent at least 7 days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. During the Audit period, all the decisions were taken by the Board of Directors or Committee of the Board without any dissent by any of the Directors of the Company as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period, the Company has passed special resolutions on 28.03.2017 for re-appointment of Mr. P.H. Rana and Prof. S. Morris as Independent Directors. The Company has made allotment of 2312088 & 15270330 (aggregating to 17582418) Equity Shares on right basis to holding company Gujarat Urja Vikas Nigam Limited on 19.05.2016 and 18.10.2016, respectively. For Kashyap Shah & Co. Practising Company Secretaries Place: Vadodara Date: 30.10.2017 Sd/- (Kashyap Shah) Proprietor FCS No. 7662; CP No. 6672 Note: This report is to be read with our letter of even date which is annexed as Annexure and forms an integral part of this report.

58

Annexure to Secretarial Audit Report

The Members, GUJARAT ENERGY TRANSMISSION CORPORATION LIMITED SARDAR PATEL VIDYUT BHAVANRACE COURSE, BARODA – 390007 Our report of even date is to be read along with this letter.

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

2. We have followed the audit practices and the processes as were appropriate

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

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

and Books of Accounts of the company.

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

5. The compliance of the provisions of corporate and other applicable laws,

rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability

of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For Kashyap Shah & Co. Practising Company Secretaries Place: Vadodara Date: 30.10.2017 Sd/- (Kashyap Shah) Proprietor

FCS No. 7662, CP No. 6672