Gujarat Urja Vikas Nigam Limited CIN : U40109GJ2004SGCO45195 g u ^N l f l 12th Annual Report 2015-16

CONTENTS Page No.

u Board of Directors 01 u Notice 02 u Board's Report 06 u C & AG Comments on Stand alone & Consolidated Financial Statements 60 u Independent Auditors' Report on Stand alone Financial Statements 62 u Standalone Balance Sheet 71 u Standalone Statement of Profit & Loss 72 u Standalone Cash Flow Statement 73 u Notes to Standalone Financial Statements 75 u Independent Auditors' Report on Consolidated Financial Statements 100 u Consolidated Balance Sheet 127 u Consolidated Statement of Profit & Loss 128 u Consolidated Cash Flow Statement 129 u Notes to Consolidated Financial Statements 131 u Form AOC. 1-Statements Containing Salient Features of Financial Statements of Subsidiary Companies/ Associate Company 166 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

BOARD OF DIRECTORS Shri Sujit Gulati, IAS Chairman (w.e.f. 27-07-2016) (DIN 00177274) Shri L.Chuaungo,IAS Chairman & Managing Director (up to 27-06-2016) (DIN 00032867) Smt. Shahmeena Husain, IAS Director (Wholetime Director(Admn.) up to 14-10-2016) (DIN 03584560) Shri Pankaj Joshi,IAS Managing Director (w.e.f. 23-09-2016) (DIN 01532892) Shri Sanjeev Kumar, IAS Govt. Nominee Director (DIN 03600655) Shri R.N. Singh Independent Director (DIN 00032014) Shri Bimal N. Patel Independent Director (DIN 03006605) Shri PJ. Mathew Independent Director (DIN 06431096) Shri S.B. Khyalia Director (Finance) [from 10.11.2015] DIN 02470485)

ADG OF PLICE (SECURITY) : COMPANY SECRETARY Shri E. Radhakrishna , IPS Shri Parthiv Bhatt

BANKERS SR. EXECUTIVES UCO Bank Canara Bank 1. Shri M.B. Parikh State Bank of India Allahabad Bank Executive Director (F&A) Bank of India Syndicate Bank 2. Shri K.P. Jangid Central Bank of India Bank of Baroda General Manager (Comm.) Union Bank of India Indian Oversease Bank 3. Dr. Nilesh Munshi Dena Bank Karur Vysya Bank GM(HR) Indian Bank Vijaya Bank 4. Shri Govind Tripathi GM(IT)

STATUTORY AUDITORS SECRETARIAL AUDITORS COST AUDITORS M/s. Mukund & Rohit M/s. Skandip K. Shukla M/s. Y.S.Thaker. Chartered Accountants, Practicing Company Secretary Cost Accountants, Vadodara Vadodara Vadodara

REGISTERED OFFICE SUBSIDIARY COMPANIES Sardar Patel Vidyut Bhavan, 1. Gujarat State Electi'ricity Corp. Ltd. Race Course, 2. Gujarat Energy Transmission Corp. Ltd. Vadodara : 390 007. 3. Uttar Gujarat Vij Co. Ltd. Phone No. 0265-2310582-86, Fax : 0265-2337918 4. Dakshin Gujarat Vij Co. Ltd. Website : www.guvnl.com 5. Paschim Gujarat Vij Co. Ltd. CIN : U40109GJ2004SGC045195 6. Madhya Gujarat Vij Co. Ltd. ASSOCIATE COMPANY Gujarat Industries Power Company Ltd., JV OF SUBSIDIARY COMPANY GSECL Mahaguj Collieries Limited Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

NOTICE

Notice is hereby given that the Twelfth Annual General Meeting of the Members of Register office the company of Gujarat Urja Vikas Nigam Limited will be held on Friday, the 23rd December, 2016 at 5.00 P.M. at the Conference Room of the Company, Third Floor, Sardar Patel Vidyut Bhavan, Race Course Circle, Vadodara - 390 007, to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements including Consolidated Financial Statements of the Company for the financial year ended 31st March, 2016, together with the Board's Report, the Report of Auditors' thereon and the Comments of the Comptroller & Auditor General of India, in terms of Section 143(6) of the Companies Act,2013.

2. To authorize the Board of Directors of the Company to fix the remuneration payable to Statutory Auditors of the Company appointed by the Comptroller and Auditor General of India (C & AG), New Delhi, for the Financial Year 2016-17, in terms of the provisions of Section 139(5) read with Section 142 of the Companies Act,2013 and if thought fit, to pass, with or without modification, the following resolution as on Ordinary Resolution.

"RESOLVED THAT pursuant to Section 142 of the Companies Act, 2013, the Board of Directors of the Company be and are hereby authorized to decide and fix the remuneration and other terms and conditions including out of pocket expenses, to the Statutory Auditors appointed by the Comptroller and Auditor General of India, (C & AG), New Delhi, for the financial year 2016-17."

SPECIAL BUSINESS

3. To consider and if thought fit, to pass, with or without any modification/s, the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifications or re-enactment thereof, for the time being in force), the remuneration of M/s Y S Thakar & Co., Cost Accountants, Vadodara (Firm Registration No.000318) as Cost Auditors of the Company whose appointment and remuneration has been recommended by the Audit Committee and approved by the Board to conduct the audit of the Cost Accounts / Records maintained by the Company in respect of Electricity Industry for the Financial Year ending 31st March, 2017 (i.e. Financial Year 2016-17) at the remuneration of Rs. 50,000/- (Rupees Fifty Thousand only) plus applicable service tax be and is hereby ratified and approved."

"RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

thereof) be and is hereby authorized to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper and expedient to give effect to this resolution."

4. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, and Rules made thereunder (including any statutory modifications or reenactment thereof for the time being in force) Shri Pankaj Joshi, IAS (DIN 01532892) who was appointed as Additional Director by the Board with effect from 23rd September, 2016 to hold office up to the date of this Annual General Meeting in terms of Section 161 of the Companies Act, 2013, be and is hereby appointed as a Director (continuing as Managing Director) of the Company, not liable to retire by rotation."

By Order of the Board

Date : 17 -12-2016 Parthiv Bhatt Place : Vadodara Company Secretary

REGISTERED OFFICE:

Sardar Patel Vidyut Bhavan, Race Course, Vadodara - 390 007 CIN : U40109GJ2004SGC045195

NOTES:

1. A member entitled to attend and vote at the Annual General Meeting (the "Meeting") is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. The instrument appointing the proxy should, however, be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the Meeting.

2. A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item no 3

As per the provisions of Section 148 of the Companies Act, 2013 and as required under the Companies (Audit and Auditors) Rules, 2014, the proposal for appointment of M/s Y S Thakar & Co., Cost Accountants, Vadodara was placed before the 36th Meeting of the Audit Committee and as recommended by the Audit Committee, the Board of Directors of your Company has at its 74th Meeting held on 13th May, 2016 considered the recommendation and approved the said proposal for appointment of M/s Y S Thakar & Co., Cost Accountants, Vadodara as Cost Auditor to conduct the audit of the Cost Accounts / Records maintained by the Company in respect of Electricity Industry for the Financial Year ending 31st March, 2017 (i.e. Financial Year 2016-17) at the remuneration of Rs. 50,000/- (Rupees Fifty Thousand only) plus applicable service tax, however, that their remuneration shall be subject to the ratification by the Members as required under the provisions of sub-section (3) of Section 148 of the Companies Act, 2013.

Hence, as per the provisions of Section 148(3) of the Companies Act, 2013, the remuneration of the Cost Auditor is required to be ratified by the Members of the Company. Hence, this Resolution.

None of the Directors and Key Managerial Personnel of the Company and their respective relatives is, in any way, concerned or interested, financially or otherwise, in passing of the Resolution set out at Item No. 3.

The Board commends the Resolution for approval of the Members as Ordinary Resolution.

Item no 4

The Government of Gujarat vide Notification No. AIS/35.2016/31/G dated 20th September, 2016 issued by General Administration Department placed the services of Shri Pankaj Joshi, IAS at the disposal of the Energy & Petrochemicals Department for appointment as Managing Director, Gujarat Urja Vikas Nigam Limited, Vadodara.

Thereafter, E&P Department , Govt. of Gujarat vide letter No. GUV-13-2016-PJ-K dated 21st September, 2016 requested GUVNL to take further appropriate action in pursuance of the relevant provisions of the Articles of Association (AoA) of GUVNL.

Accordingly,Under the provisions of Section 161 of the Companies Act, 2013 and in terms of the Article 77 of the Articles of Association of the Company, the Board has vide Resolution passed on 29th September,2016 appointed Shri Pankaj Joshi ,IAS (DIN 01532892) as an additional director with effect from 23rd September,2016 to hold office up to the date of the next annual general meeting. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

Shri Pankaj Joshi ,IAS has also been appointed as Managing Director of the Company with effect from 23rd September,2016 vide Board Resolution passed on 29th September,2016. On his appointment as Director at this Annual General Meeting ,he will continue to be the Managing Director of the Company.

Pursuant to the Notification No. G.S.R. 163 (E) dated 05-Jun-2015 of the Central Government, the provisions of Section 160 of the Companies Act, 2013 are not applicable to the Company and therefore, no notice under the said Section is required.

The above appointment of Shri Pankaj Joshi, IAS as a Director on the Board of the Company requires approval of the members in the General Meeting.

None of the Directors and Key Managerial Personnel of the Company and their relatives except Shri Pankaj Joshi, IAS is, in any way, concerned or interested, financially or otherwise, in this Resolution.

The Board commends the Ordinary Resolution set out in Item No. 4 of the Notice for approval of the Members.

By Order of the Board

Date : 17 -12-2016 Parthiv Bhatt Place : Vadodara Company Secretary

REGISTERED OFFICE: Sardar Patel Vidyut Bhavan, Race Course, Vadodara - 390 007 CIN : U40109GJ2004SGC045195

{05) Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

BOARDS' REPORT

To, The Members of GUJARAT URJA VIKAS NIGAM LIMITED.

Your Directors are pleased to present the TWELFTH ANNUAL REPORT together with Audited Stand Alone and Consolidated Financial Statements for the Twelfth Financial Year ended 31st March, 2016.

STANDALONE FINANCIAL PERFORMANCE : The Company was operationalized w.e.f. FY 2005-06. The Company has continued the efforts to sustain the performance and growth momentum over the years. The Company's financial performance for the year under review along with previous year's figures is summarized below:

Sr. No Particulars ' in lakhs 2015-16 2014-15 1 Total Income 34,50,862.72 33,78,421.79 2 Total Expenditure Before Depreciation, Interest & Tax 34,34,435.62 33,64,603.96 3 Profit Before Depreciation, Interest & Tax 16,427.10 13,817.83 4 Depreciation 171.27 168.74 5 Interest & Finance Charges 3,037.71 3,463.63 6 Profit Before Tax 13,218.12 10,185.46 7 Provision for Tax 2,994.00 2,214.57 8 Profit After Tax 10,224.12 7,970.89

DIVIDEND The Company being in consolidation phase and having carried forward losses, your Directors do not recommend any dividend on Equity Shares of GUVNL for the Financial Year 2015-16.

OPERATIONS AND STATE OF COMPANY'S AFFAIRS: 1.1 Financial performance: • The Company is in the business of bulk purchase and sale of power. During the year, the Company sold 82300 MUs as compared to 86762 MUs in the previous year to its own Subsidiary Companies viz. MGVCL, PGVCL, DGVCL, UGVCL and through bilateral arrangements and by puffing bids in Power Exchange (IEX & PXI) on day-do-day basis for and on behalf of 4 DISCOMs. • The company earned total revenue from sale of power to the tune of Rs.34,11,359.69 Lakhs as against Rs.33,45,849.33 Lakhs in the previous year. The increase in revenue from sale of power to the tune of Rs.65,510.36 Lakhs (1.96 % rise) is attributable to increase in sale of power to DISCOMs. • The per unit realization has gone up to Rs.4.15 as compared to Rs. 3.86 in the previous year. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

• The Company has earned Profit Before Tax (PBT) of Rs.13,218.12 Lakhs as against Rs.10,185.46 Lakhs in the previous year showing an increase by Rs.3,032.66 Lakhs (i.e. a rise of 29.78%). Since the Income Tax Act, 1961 provides for payment of Minimum Alternate Tax (MAT) on book profit, a provision of Rs.2,994 Lakhs has been made towards MAT liability (Previous Year: Rs. 2,214.57 Lakhs). This leaves a Profit After Tax (PAT) of Rs.10,224.12 Lakhs as against Rs.7,970.89 Lakhs in the previous year. • Since the Company inherited a loss of Rs.73724 Lakhs from erstwhile GEB, despite Net Profit for 11 consecufive years, the Company has to carry forward a loss of Rs.24,773.65 Lakhs (Previous Year: Rs.34,997.77 Lakhs). After considering Capital Grant under FRP of Rs.25,000 Lakhs, the Reserves & Surplus for the first time shows a positive balance of Rs.226.35 Lakhs. 1.2 Technical Performance:

' IN LAKHS SR. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED NO 31st MARCH, 2016 31st MARCH, 2015 MUs Amount MUs Amount 1 Purchase of Power 82,300 34,29,640.52 86,762 33,57,566.96 2 Sale of Power 82,300 34,11,359.69 86,762 33,45,849.33

SHARE CAPITAL The authorized capital of the Company as on 31/03/2016 is Rs. 20,000 Crores divided into 2000 Crore equity shares of Rs. 10 each. The issued capital of the Company as on 31/03/2016 stood at Rs. 11919,34,51,950 and subscribed and paid up equity share capital of your Company stood at Rs.10754,70,64,950 and share applicafion money as on 31/03/2016 stood at Rs. 1164,63,87,000. During the year 2015-16, 2333305200 no. of equity shares of Rs.10/- each were allotted to Govt. of Gujarat on Rights basis against capital contribution to GUVNL for Capital Infusion in Subsidiary Companies/implementafion of Govt. Schemes pursuant to various Govt. of Gujarat Resolufions. During the year under review, the Company has not bought back any of its securifies, nor issued any shares as Sweat Equity or Bonus Shares or shares with differenfial vofing rights nor granted any Stock Opfion Scheme to the employees. SUBSIDY RECEIVABLE FROM GOVT. OF GUJARAT: The outstanding Subsidy Receivable from GoG has increased from Rs.3,58,737.15 Lakhs as on 31st March, 2015 to Rs.4,66,363.46 Lakhs as on 31st March, 2016 i.e. an increase of Rs.1,07,626.31 Lakhs during FY 2015-16. The break-up of outstanding subsidy receivable amounfing to Rs. 4,66,363.46 Lakhs is tabulated as under: Sr. No. Subsidy (Rs. in Lakhs) A. GERC Tariff Compensafion of Ag. Consumers 70235.42 B. FPPPA Subsidy of Ag. Consumers 329958.63 C. Water Works (Gram Panchayats) Subsidy 25596.02 D. 50% Relief to Ag. Consumers in Elect. Bills 40573.39 TOTAL 466363.46 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

INVESTMENT IN SUBSIDIARY COMPANIES: During the FY 2015-16, GUVNL has invested Rs. 342509.89 Lakhs in six Subsidiary Companies. The details of investments made with share premium in Subsidiary Companies are shown as under:

Sr. No. Name of Subsidiary Share Capital Premium Total Companies (Rs.in Lakh) (Rs. in Lakh) (Rs. in Lakh) 1. GSECL 13943.75 41831.25 55775.00 2. GETCO 5853.08 46250.92 52104.00 3. DGVCL 4207.99 28444.80 32652.79 4. MGVCL 5734.93 31233.39 36968.32 5. PGVCL 115954.21 0.00 115954.21 6. UGVCL 7547.01 41508.56 49055.57 TOTAL 153240.97 189268.92 342509.89

SUBSIDIARY/ASSOCIATE COMPANIES: The Company has following Subsidiary Companies: 1. Gujarat State Electricity Corp. Ltd. - engaged in the generation of electricity 2. Gujarat Energy Transmission Corp. Ltd.- engaged in the transmission of electricity 3. Uttar Gujarat Vij Company Ltd. - engaged in the distribution of electricity 4. Dakshin Gujarat Vij Company Ltd. - engaged in the distribution of electricity 5. Paschim Gujarat Vij Company Ltd. - engaged in the distribution of electricity 6. Madhya Gujarat Vij Company Ltd. - engaged in the distribution of electricity Further the Company has one Associate Company viz. Gujarat Industries Power Company Limited. The Subsidiary Company GSECL has one Joint Venture Company viz. Mahaguj Collieries Ltd.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING FY 2015­ 16. The Performance highlights of the Subsidiaries and Associate included in the Consolidated Financial Statement of the Company for F.Y. 2015-16 are covered in the separate statement in prescribed form AOC-1 containing salient features of the financial statements of Subsidiaries i.e. GSECL, GETCO, MGVCL, DGVCL, PGVCL, UGVCL and Associate Company GIPCL and Joint Venture of subsidiary company GSECL viz MGCL provided in the Annual Report. However brief highlights of performance of Subsidiaries/Associate and JV of subsidiary company are as under:

Subsidiaries ( R s. In Lakhs) Profit Sr. Total Profit After Name of Subsidiary Total Income Before Tax Expenses No. Expenses Tax Tax 1 Gujarat State Electricity 8 1 1,976.38 794,5 8 4 .7 4 1 7,3 91.64 3,624.55 13,767.09 Corporation Limited (GSECL) 2 Gujarat Energy Transmission 269 ,4 2 9 .7 0 239,1 5 0 .5 4 30,2 7 9 .1 6 11,414.25 18,864.91 Corporation Ltd. (GETCO) 3 Uttar Gujarat Vij Company Ltd. 8 9 7,188.77 889,7 4 3 .4 0 7,44 5.37 1,714.03 5,73 1.34 (UGVCL) Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

4 Dakshin Gujarat Vij Company Ltd. 1,125,622.23 1,116,859.74 8,76 2.49 2,34 9.66 6,412.83 (DGVCL) 5 Paschim Gujarat Vij Company Ltd. 1,245,070.69 1,241,872.05 3 ,1 9 8.64 1,895.67 1,302.97 (PGVCL) 6 Madhya Gujarat Vij Company Ltd. 536 ,5 7 6 .9 0 5 30,432.09 6,14 4.81 1,758.97 4,38 5.83 (MGVCL)

Associate/Joint Venture Shares of Associated/Joint Venture held by the company Profit/Loss for the year on the year end N et w o rth attributable Description of Profit for the Sr. Name of Associate / Joint to how there is Net worth as year as per N o. V en tu re Shareholdin Cosidered in significant per latest latest g as per Consolidation in flu e n ce Balance Sheet Statement of latest (Rs. In lakhs) (Rs. In lakhs) Profit & Loss B alan ce (Rs. In lakhs) S h e e t (Rs. In lakhs) 1 Gujarat Industries Power 1 9 7 ,4 8 7 .1 7 5 1 ,9 3 9 .0 7 1 8 ,8 1 2 .7 8 5 ,0 4 8 .6 6 A sso cia te Company Limited (GIPCL) co m p a n y 2 Mahaguj Collieries Limited (1 1 5 .3 4 ) (4 6 .1 4 ) (1 2 0 .3 4 ) (4 8 .1 4 ) JV of Subsidiary Co. GSECL

Further, the Audited Financial statements and related information of the Subsidiary Companies, where applicable, will be made available to any member upon request. The Financial Statements of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies/JV of Subsidiary. The Annual Report of Subsidiary Companies and Associate Company/JV of Subsidiary are also available on the web site of the respective subsidiary/associate Company.

CONSOLIDATED FINANCIAL RESULTS OF GUVNL AND ITS SIX SUBSIDIARIES & ASSOCIATE GIPCL AND JOINT VENTURE OF SUBSIDIARY COMPANY GSECL viz MGCL:

As per the provisions of Section 129(3) of the Companies Act, 2013, every company having one or more subsidiaries, shall in addition to its Standalone Financial Statement has to prepare Consolidated Financial Statements of the Company and all its Subsidiaries in the same form and manner as that of its own which shall also be laid before the Annual General Meeting of the Company along with its Standalone Financial Statements w.e.f. 01/04/2014.

Accordingly, GUVNL has prepared the Consolidated Financial Statements by consolidating the Annual accounts of its six Subsidiaries, one Associate M/s. Gujarat Industries Power Company Ltd. (GIPCL) and Joint Venture (of subsidiary company GSECL) -M/s Mahaguj Collieries Ltd. (MGCL) as per the Principles of Consolidation.

This is the 11th year post operationalization of the Companies. The performance of GUVNL and its Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16 subsidiary companies (sector) as a whole has sustained momentum. The Sector continued various measures to improve the financial health as well as the internal efficiencies. Resultantly, the Sector has recorded Profit After Tax before Minority Interest & share in net assets of Associate of Rs. 60,640.86 Lakhs for FY 2015-16 as against corresponding profit of Rs. 63,337.41 Lakhs for FY 2014- 15.There is a minor decrease in profits by Rs.2,696.55 Lakhs i.e. by 4.25 %.

The sectoral/consolidated performance of last two years is summarized as under:

SR. (Rs. in Lakh) No PARTICULARS 2015-16 % age 2014-15 % age A INCOME: 1 Revenue from Operations 3,842,841.84 97.11% 3,605,094.05 97.13% 2 Other Income 114,480.00 2.89% 106,655.42 2.87% TOTAL INCOME 3957321.83 100.00% 3711749.47 100% B EXPENSES: 1 Cost of Fuel Consumed 535,920.72 13.54% 573,640.87 15.45% 2 Purchase of Power 2,436,503.19 61.57% 2,198,832.33 59.24% 3 Employee Benefit Expense 243,286.08 6.15% 200,525.31 5.40% 4 Finance Costs 206,795.61 5.23% 219,784.25 5.92% 5 Depreciation 301,309.15 7.61% 266,212.93 7.17% 6 Other Expenses 142,293.84 3.60% 141,418.28 3.81% TOTAL 3866108.58 97.70% 3600413.97 97.00% Profit Before Prior Period Adjustments and Tax< 91,213.25 2.30% 111,335.50 3.00% 7 Net Prior Period Income / Expenses (-) (4,743.92) -0.12% (23,763.58) -0.64% 8 Profit Before Tax 86469.33 2.19% 87571.92 2.36% 9 Tax Expenses 25828.47 0.65% 24234.50 0.65% 10 Profit After Tax before Minority Interest anc share in net asset of Associate 60,640.86 1.53% 63,337.41 1.71% 11 Share in Profit of Associate - GIPCL 5,048.66 2,168.05 12 Less: Minority Interest 378.72 637.77 13 Profit for the year 65,310.80 64,867.69

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to provisions of section 129 of the Companies Act,2013 and in accordance with the applicable Accounting Standards, the Audited Consolidated Financial Statements for F.Y. 2015-16 are provided in the Annual Report.

SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARIES/ASSOCIATE/JV COMPANIES:

Pursuant to provisions of section 129(3) of the Companies Act,2013 read with Companies(Accounts) Rules,2014, a separate statement in prescribed form AOC-1 containing salient features of the financial statements of Subsidiaries i.e. GSECL,GETCO,MGVCL,DGVCL,PGVCL,UGVCL, Associate Company Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

GIPCL and Joint Venture Company (of subsidiary company GSECL) viz. Mahaguj Collieries Limited is provided in the Annual Report. INDUSTRY OVERVIEW: The economic growth of the country is very closely linked with Power Sector. Availability of quality power at reasonable rates is essential for sustained socio economic development. However, being highly capital intensive in nature, mobilizing adequate financial resources at competitive cost for developing generation, transmission and distribution infrastructure has always been a challenge for the Power Sector; and this has been a major factor that contributed to less than required generation and transmission capacity addition in the Country. Although electricity generation has increased substantially in recent years, the demand for electricity in India is still substantially higher than the available supply. The data of Nation as a whole with respect to gap between demand and supply is given in following table:

Fiscal Year Energy Requirement Energy Availability EnergyShortage (Million units) (Million units) (Million units) (%) 2011-12 937199 857886 79313 8.5 2012-13 998114 911209 86905 8.7 2013-14 1002257 959829 42428 4.2 2014-15 1068923 1030785 38138 3.6 2015-16 1114408 1090851 23557 2.1 Source: - LGBR - Central Electricity Authority

POWER SUPPLY POSITION IN THE STATE:

The total generating capacity of the State from various conventional sources at the beginning of the year 2015-16 was 19112 MW. The total installed conventional power generating capacity of the State at the end of financial year 2015-16 is as under:- (In MW) Plants GSECL State Owned Pvt. Sector Central Addition Total IPP Sector during year Gujarat Thermal 4220 750 5405 2625 593 13593 Gas 729 1519 2102 424 376 5150 Nuclear - - - 559 - 559 Hydro 547 - - 232 - 779 Total 5496 2269 7507 3840 969 20081

During the year 2015-16, GSECL Sikka Expansion Unit 3 & 4 (250 MW x 2), NTPC Vindhyachal Stage V (GUVNL's share - 93 MW) & GSECL Dhuvaran Expansion (376 MW) got commissioned.

The total installed capacity from non-conventi'onal energy sources in the State at the end of FY 2015-16 is 5111 MW as against 4596 MW in FY 2014-15, the details of which are as under:- Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

(In MW) Sr. No Renewable Source 2014-15 Addition during the year 2015-16 1 Wind 3542 391 3933 2 Solar 1003 124 1127 3 Biomass 41.2 - 41.2 4 Mini / Small Hydel 9.6 - 9.6 TOTAL 4596 515 5111 * Including Wheeling / private generators

POWER PURCHASE:

For meeting the demand of power in the State, power is purchased from all the available sources. The details of power purchased during the years 2014-15 and 2015-16 is as under:- (In Mus) Sr. No. Name of Agency 2014-15 2015-16 1 NPC 3717 3186 2 NTPC 16364 17484 3 SSNNL (Hydro) 454 335 TOTAL CENTRAL SECTOR (1 to 3) 20535 21005 4 GSEG 206 138 5 GIPCL - Stage II 38 232 6 GIPCL - SLPP 2877 2698 7 GMDC 1145 1199 8 GSECL 18536 17077 9 GPPC 2 472 TOTAL STATE SECTOR (4 to 9) 22804 21816 10 Essar Power Gujarat Ltd 5855 4337 11 CLP India (erstwhile GPEC) 283 875 12 Adani - Mundra Power Project 13404 14413 13 ACB India Ltd 1317 1454 14 Coastal Gujarat Pvt. Ltd - Mundra UMPP 11879 11496 TOTAL IPPs (10 to 14) 32737 32575 15 Solar 1376 1368 16 Wind 3687 4280 17 Other Renewable 67 46 18 CPP & Others 123 34 19 DISCOMs 5432 1175 TOTAL OTHERS (15 to 19) 10684 6903 20 TOTAL POWER PURHCASE 86762 82300

SALE OF POWER:

The bulk power purchased by GUVNL has been supplied to the Subsidiary Distribution Companies to meet their power requirement. The details of power supplied to subsidiary distribution companies during the year 2014-15 and 2015-16 are as under:- Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

(In Mus) Sr. No Name of Company 2014-15 2015-16 1 DGVCL 20497 19469 2 UGVCL 20265 20880 3 PGVCL 30413 29974 4 MGVCL 9950 10543 TOTAL 81125 80866

POWER TRADING BUSINESS DURING THE YEAR:

Owing to the substantial capacity addition, GUVNL has become power surplus. GUVNL has disposed of surplus power of DISCOMs to other States/ Utilities to avoid the situation of keeping machine idle, to optimize power generation and to reduce overall power purchase cost. GUVNL has sold DISCOMs' surplus power through bilateral agreements as well as through Power Exchanges.

The total power sold through bilateral arrangement and power exchanges during the year 2015-16 was 1434 Million Units amounting to Rs. 510 Crs at an average rate of Rs. 3.56 per unit as against 5637 Million Units amounting to Rs. 1913 Crs at an average rate of Rs. 3.39/unit in FY 2014-15. The sale of power through bilateral arrangement and Power Exchanges has reduced in the current financial year due to significant reduction in power market prices.

SUPPLY / DEMAND SCENARIO:

The installed capacity from conventional sources in the State has increased to 20081 MW at the end of FY 2015-16 (as on 31.3.2016) against the peak level demand of 14982 MW in FY 2015-16 (Source: SLDC)

Capacity to the tune of 1532 MW is planned to be added in next two financial years (i.e. by 31.3.2018) to cater the power demand in the State.

STATUS OF IMPLEMENTATION OF DEVIATION SETTLEMENT MECHANISM (DSM):

Intra State ABT has been operationalised with effect from 5.04.2010 pursuant to Hon'ble GERC Order. Utilities are monitoring their generation/drawl schedules and any deviation from schedules is accounted for as Unscheduled Interchange (UI) and having financial implications individually. Gujarat State Load Despatch Centre is carrying out Energy Accounting & UI Accounting.

Central Electricity Regulatory Commission (CERC) has replaced the UI mechanism with Deviation Settlement Mechanism (DSM) for commercial settlement of deviation in generation/ drawal schedules with effect from 17.02.2014. Further, State Load Dispatch Centre has adopted the CERC DSM mechanism for intra-state entities pursuant to GERC directive dated 5.03.2015. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

AUGMENTING RENEWABLE ENERGY SOURCES:

Recognizing the significance of pollufion free Renewable Power & need of long term energy security, State has been rolling out the Renewable Energy Policies from fime to fime enabling a conducive framework for development of Renewable Projects.

To provide a further impetus to Renewable Energy projects in the State, State has rolled out following Renewable Policies in FY 2015-16: • Solar Power Policy 2015 • Waste to Energy Policy 2016 • Small Hydel Policy 2016

At present, State Ufilifies are receiving solar power from 861 MW capacity which includes 4 MW Solar Rooftop project at Vadodara & 1 MW Canal-top project on Narmada Branch Canal near Chandrasan village in Kadi Taluka. Canal top Solar project avert the land requirement and reduces the Land cost & simultaneously prevents water evaporation.

State is having total 1127 MW Solar capacity operational at the end of FY 2015-16.

Asia's largest Solar Park located at village Charanka in North Gujarat over a spread of 2000 hectare of barren land is operafionalized with prospects of concentrated solar power generafion capacity of 750 MW. In this endeavor, 350 MW solar capacity has already become operafional at Solar Park in Charanka. State is planning to further develop Renewable projects under State / Central level scheme on available facilities at Solar Charanka Park.

Gujarat Electricity Regulatory Commission vide Tariff order dated 17.08.2015 has determined tariff of Rs. 5.74/unit (MW scale) & Rs. 7.11/unit (kW scale) for Solar PV based project to be commissioned in FY 2016-17.

Gujarat Electricity Regulatory Commission vide Tariff order dated 30.08.2016 has notified tariff of Rs. 4.19/unit for Wind Energy Projects to be commissioned during the period upto 31.03.2019.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The details pertaining to Gujarat State Regulatory Commission (GERC) are as under:

(i) GERC vide its tariff order dated 31.03.2016 has determined Retail tariff to be recovered by GUVNL's Distribufion companies for FY 2016-17 from its consumers

(ii) GERC vide its order dated 28.10.2015 & 04.03.2016 has determined Addifional Surcharge to be recovered by Distribufion Companies from Consumers opfing to purchase power from other than local Distribufion Company in order to mifigate their fixed cost burden. Gujarat Urja Vikas Nigam Limited g u ^N l 12th Annual Report 2015-16

(iii) GERC vide its order dated 28.03.2016 has notified Multi Year Tariff Regulations 2016 for the control period of 5 years (till 31.3.2021) based on which Tariffs for Generation, Distribution & Transmission Companies would be determined

(iv) GERC vide its order dated 22.09.2015 has notified Electricity Supply Code and Related Matters Regulations, 2015 specifying the obligations of the licensee and consumers and set of practices to be adopted by the licensee to provide efficient, cost effective and consumer friendly services to consumers.

PROGRESS OF VARIOUS GOVT. SCHEMES :

1. ELECTRIFICATION UNDER TRIBAL AREA SUB-PLAN

Electrification of Agriculture Wells and Petaparas in Tribal Areas under Tribal Area Sub-Plan Scheme is being carried out by DISCOMs.For electrification of AG Wells under Tribal Area, State Government is providing Share capital for HT/LT lines and Transformer Centers. Applicant has to pay Security deposit, agreement fee and test report fee only.

For Electrification of Petaparas under Tribal area, demand from minimum 10 applicants in a group is necessary. For an average of 8 (Eight) poles, minimum 2 (Two) nos. of Lighti'ng/street light connections demand is necessary.

Share Capital of Rs. 52861.00 lakhs was given to GUVNL for the year 2015-16 to electrify 20500 Nos. of wells and 10 Nos. of petaparas. Against this, 20312 wells and 17 Nos. of petaparas were electrified at an expenditure incurred of Rs.52861.26 lakhs.

2. AGRICULTURE CONNECTION (Share Capital)

State Govt. desires to electrify more wells to clear back log of huge pending Ag. applications under Normal scheme(including Darkzone). However, for release of such connection to Ag. applicants huge financial resources are required by DISCOMs. As the cost of HT,LT line and Transformer center etc. are not being recovered from the applicants under Normal scheme (including Darkzone) to minimize the burden on the financial of DISCOMs , state Government has provided financial assistance to DISCOMs through GUVNL in the form of share capital contribution.

During the year 2015-16, it was planned to electrify 66,500 Agriculture Wells at an outlay of Rs.1,15,813.96 lakhs under Agriculture Well (Normal & Dark Zone) Scheme. Against this, 70,734 AG Wells have been electrified at an expenditure of Rs. 1,15,814.76 lakhs.

3. SCSP AG Scheme (Share Capital)

New SCSP AG Scheme (Share Capital) was proposed for the year 2015-16, to electrify 2000 AG Wells at Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16 an expenditure of Rs. 30 Cr. The certificate of caste issued by Social Welfare Department must be enclosed with the application. All Charges including infrastructure cost provided under this scheme from State Govt. Grant. The expenditure of erection of HT- LT lines should be totally covered under the scheme. Applicant has to pay only Security Deposit, Agreement Fee and Test report fee. Under this scheme Guidelines are as per the TASP Scheme.

Provision of Rs. 3500 lakhs, to electrify 2000 AG Wells under SCSP (Ag-Capital) Scheme, is made for the year 2015-16. Against this, 2189 wells have been electrified at an expenditure of Rs. 3500.43 Lakhs.

4. KUTIR JYOTI SCHEME

Under Kuti'rjyoti Scheme, the State Government is providing 100% grant, to give single phase Domestic connection with one point wiring at free of cost to the Tribal family whose maximum annual income is Rs.68000 for urban area and Rs.47000 for Rural area in Tribal Areas. The list of beneficiaries is to be prepared by Project Officers for Tribal area and to be submitted to DISCOMs.

Grant of Rs. 375.00 lakhs was given to GUVNL to electrify 6500 Nos. of Household connections for the year 2015-16. Against this, 8974 Nos. of Household connections were given at an expenditure of Rs.375.03 lakhs.

5. ZUPDA VIJLIKARAN SCHEME

To meet the basic requirement of poor family of any cast located in Gujarat State, Government of Gujarat has sponsored Zupadpaffi Scheme (Hutments). Under this scheme single phase Connections with one point wiring is being given free of cost. The BPL family or family whose maximum annual income is Rs.68000 for urban area and Rs.47000 for Rural area is eligible to avail Single phase lighting connection. The list of beneficiaries is to be prepared by Taluka Panchayat for rural area and Chief Officer/ Municipal Commissioner for Urban area and to be submitted at concerned field office of DISCOM. The beneficiaries will have to pay energy bills for energy utilized regularly as per the company's norms.

Grant of Rs. 2580.00 lakhs was given to GUVNL to electrify 31,000 Nos. of household connections for the year 2015-16. Against this, 37,321 Nos. of household connections were given at an expenditure of Rs.2580.55 lakhs.

6. SCHEDULE CASTE SUB PLAN SCHEME

For electrification of Schedule Caste Localities, State Govt. is allocating the fund as grant to GUVNL every year for implementing the program under schedule cast sub plan scheme. From the year 1998­ 99, this fund is being made available to GUVNL and electrification is being carried out every year in the SC localities from where demands are coming. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

Grant of Rs. 500.00 lakhs was given to GUVNL for the year 2015-16 for electrification of 5500 Nos. of house hold connection of SC beneficiaries. Against this, 6856 Nos. of house hold connections of SC beneficiaries were electrified at an expenditure of Rs.500.98 lakhs.

7. SAGARKHEDU SARVANGI VIKAS YOJANA

Humidity and the saline atmosphere of the Coastal area cause corrosion of Conductors, corrosion of Poles, failure of Disk and Pin insulators, corrosion of Distribution Boxes, service lines, etc. which in turn affect the quality of power supply. Therefore to improve the infrastructure and uplift the life of the people living in the coastal belt, State Government has declared "Sagarkhedu Sarvangi Vikas Yojana" This Scheme is a 12 point rogramme, Energy Development is one of them. This Scheme covers 15 Coastal Districts namely Valsad, Navsari,Devbhumi Dwarka,Gir Somnath, Surat, Bharuch, Anand, Ahmedabad, Jamnagar, Junagadh, Porbandar, Kutchh, Bhavnagar,Rajkot and Amreli comprising 42 Talukas. Under this scheme activities such as Strengthening of Distribution line, Strengthening of Transmission Line with Replacement of Conductors, Erection of new 66 KV Substations are carried out. Due to these activities people residing in coastal belt get benefit such as noticeable reduction in line faults, availability of quality power supply at adequate Voltage, reduction In losses to the Industries in coastal area, reduction in accidents due to breakage of Conductors, reduction in Transformer failure and reduction in burning of electric motors, reduction in maintenance cost of lines, reduction in Transmission and distribution losses.

During the year 2015-16, Rs. 42,509.47 lakhs have been spent for strengthening of distribution line with replacing Conductors, poles, insulators, distribution boxes, service lines, etc, Strengthening of Transmission lines and creation of new 66 KV sub stations & 12761 AG wells under PGVCL's coastal area, against the contribution of Rs. 42,500.00 lakhs received from the State Govt. in the form of equity share capital and grant.

8. RESTRUCTURED ACCELERATED POWER DEVELOPMENT AND REFORMS PROGRAMME. (RAPDRP) UNDER XITH PLAN The RAPDRP schemes are to be implemented in towns during XI Five year plan as per Gol order dated: 19.09.2008. The RAPDRP scheme is divided in to three parts i.e. Part-A, Part-B and Part C. The provision under RAPDRP for nation as whole, towards Part A is Rs. 10,000 Crs, Part B Rs. 40,000 Crs and Part C Rs. 1177 Crs. during the 11th Five Year Plan. The nodal agency for implementing RAPDRP is Power Finance Corporation Limited (PFC), New Delhi.

The subsidiary companies of Gujarat Urja Vikas Nigam Ltd i.e. Dakshin Gujarat Vij Company Limited - DGVCL, Madhya Gujarat Vij Company Limited - MGVCL, Paschim Gujarat Vij Company Limited - PGVCL, Uttar Gujarat Vij Company Limited - UGVCL are entitled for Part A and Part B.

The part-A consists of converting existing system in to IT base, including consumer indexing, DTR metering etc. This part is to be implemented within 5 years to avail the benefit of loan as a grant; otherwise it will be treated as loan only as per PFC letter dtd: 11.7.2013. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

Total scheme include Data center, Disaster Recovery center, Customer care center, GPS survey, Consumer Indexing, AMR for DTR&HT consumers,GPRS Modem, Hand Held Equipment, Computers ,Printers, Servers for Data Center & disaster center , Server at sub division for AMR,Upgradati'on of existing Network, connectivity Softwares for new applications as mentioned above etc.

Accordingly all the four DISCOMs have submitted their proposals for part A of RAPDRP to Nodal Agency,PFC, GoI, New Delhi on 10.02.2009 amounting to Rs.30.81 Crores, Rs. 89.49 Crores (including Data Center cost and Disaster Recovery cost), 75.11 Crores and Rs. 35.31 Crores respectively. The PFC in turn released Amount of Rs.183.31 Crores against total amount of Rs. 230.72 Crore under Part-A. Expenditure incurred under Part-A by end of 2015-16 is amounting to Rs. 193.12 Crore.

The Part-B consists of renovation, modernization and strengthening of 11 KV system including Reconductoring, load bifurcation, feeder separation, HVDS, Replacement of Electro Magnetic energy meters with temper proof electronic meters along with strengthening of weak sub transmission system if required. The loan shall be converted to grant up to 50% if target of AT&C loss is achieved in the project areas and the project is completed within stipulated time, otherwise it will be treated as a part of central assistance to State.

The DPR of the Part - B projects for 61 towns were submitted by all DISCOMs DGVCL, MGVCL, PGVCL and UGVCL amounting to Rs.200.56 Crores, Rs. 177.86 Crores, 656.66 Crores and Rs.89.12 Crores sanctioned respectively by M/s PFC. Amount of Rs. 169.50 Crores released by PFCL & Rs.570.00 Cr. arranged by DISCOMs, by borrowing from Bank of Baroda. Expenditure incurred under Part-B by end of 2015-16 is amounting to Rs. 738.80 Crore.

Detail Project Report of 6 Towns (out of 84 towns selected under Part-A) are sanctioned by PFC at an estimated cost of Rs. 138.51 Crores for SCADA Part-A. Amount of Rs. 41.55 Crore have been released by PFC. Expenditure incurred under SCADA Part-A is amounting to Rs.28.15 Crore by end of 2015-16.

The Part C is to be implemented by MOP / PFC.

9. KISAN HEET URJA SHAKTI YOJANA ( KHUSY)

KHUSY is a High Voltage Distribution System of installing smaller size of Distribution Transformers and thereby reduction of LT Lines up to negligible level by converting it into HV Line.

In rural area the existing distribution systems consists of 11KV Lines with lengthy 3 Ph 4 wire LT lines, in this system, the Line Losses are very high; Voltage profile and reliability are also unsatisfactory.

So, to improve Voltage profile in rural area the small capacity of Distribution Transformers are to be installed by extending 11KV Line as nearer as possible to the load and Distribution Transformer of the capacity of 10, 16 KVA are erected and supply is released to consumer through a short length of LT Lines preferably through insulated overhead cables known as Aerial Bunched Cable (ABC)/PVC Cable. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

In Order to ensure pilferage free system, one of several remedial measures is reducing LT line (System) being exposed to theft. The whole idea is to have Less LT system and gradually move on to LT Less system. Even the short LT Lines are to be laid using ABC /PVC Cables.

During the year 2015-16, it was planned to install 9500 small capacity transformers at an estimated cost of Rs. 15000 lakhs under Kisan Heet Urja Shakti Yojna (KHUSY) - HVDS, to improve the voltage profile and reducing the LT line losses in PGVCL area. Against this, 11698 Small capacity transformers at a cost of Rs. 15,000.00 lakhs have been installed.

10. DISTRIBUTION INFRASTRUCTURE SHIFTING SCHEME (DISS)

It is essential to shift/replace the distribution lines & related infrastructure in Municipal Corporation & Municipality areas if it is obstructing during road widening or obstructing to the existing roads in order to provide the essential service of continuous & reliable power supply. During the year 2015-16, Rs.10,014.09 lakhs have been spent for Shifting of Distribution Infrastructures like 11 KV or 22 KV HT line, LT line & related infrastructure like Transformer Centers, Poles or replacement of overhead lines by underground cable/Aerial Bunched Cable, etc.

11. SOLAR PUMP SET

A Scheme was introduced for providing solar pump set in Agriculture sector in FY2014-15. For that budgetary provision was made to Rs.50 crores. Total 1579 solar water pumps were commissioned at total expenditure of Rs.7091.94 Lakhs. For FY 2015-16,Budgetary provision of Rs.60 crores was made to provide solar pump sets in Agriculture sector for the year 2015-16.Against this, 2163 solar pump were commissioned at an expenditure of Rs. 8446.73 Lakhs. Total 3742 solar water pumps are installed.

12. SOLAR HOME LIGHT

Provision of Rs. 50.00 Crore, to provide 11100 Solar home light scheme, is made for the year 2015-16. Against this, 11,110 Solar P.V. System were commissioned at an expenditure of Rs. 5209.21 Lakhs.

AWARDS/PRIZES:

The State of Gujarat and GUVNL & Subsidiary Companies received various awards/prizes for outstanding achievements in the Energy Sector. The details are given hereunder.

• Subsidiary DISCOMs viz.DGVCL,UGVCL,MGVCL and PGVCL received award in the category of 'Very high Operational and Financial Performance Capability' ( A+ rating) given by Ministry o Power, Govt. of India at the Third Integrated Rating of 40 State Distribution Utilities on 10-08­ 2015 • The Govt. of Gujarat received IPPAI Power Award - 2015 in the category of 'Most progressive Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

State in the power sector (winner) and 'Best State to promote Renewable Energy ' (Runners up) on 05-09-2015 • The Distribution Companies viz. UGVCL,DGVCL received IPPAI Power Award - 2015 in the category of 'Best Performing Distribution Company' - Winner & Runners up respectively while PGVCL received Certificate of Recognition for Energy Conservation from IPPAI on 05-09-2015 while GETCO received the same award in the category of 'Best State - Transmission Utility - Winner from IPPAI on 05-09-2015 • The Govt. of Gujarat received Power Excellence Award 2015 in the category of Best State Power utilities - 1st Rank given by Indian Chamber of Commerce, Kolkata on 05-11-2015 • MGVCL received Power Excellence Award 2015 in the category of Overall Winner for Innovative DISCOM- 1st Runner up given by Indian Chamber of Commerce, Kolkata on 05-11­ 2015 • PGVCL received India Power Awards 2015 in the category of ' Innovative initiative in the Power & Energy Sector Off-grid Solar water pump' given by The Council for Power Utility, New Delhi on 06-11-2015 • PGVCL received Skoch Order of Merit for 'KHUSHY Project - Kisan Hit Urja Shakti Yojana' also for Project of 'Off-grid Solar water pumping system for irrigation' and for 'Pilot Project of Smart Village' in the category of Smart Technologies for Power and Renewable Energy given by Skoch Group Gurgaon on 10-12-2015 • MGVCL received CBIP Award in the category of Best Performing Power Distribution Utility- Winner given by Central Board of Irrigation & Power given on 29-12-2015 • GUVNL received Apprenticeship Award for best establishment in the category of 'Best State Public Sector Undertaking' given by Ministry of Skill Development & Entrepreneurship, Govt. of India on 16-07-2016 • GUVNL received Skoch Order of Merit for the project of 'GPRS based mobile apps for real time energy bill calculation and Bill Generation' given by Skoch Group on 08-09-2016.

E-URJA PROJECT: END-TO-END IT SOLUTION FOR GUVNL AND ITS SUBSIDIARIES

Status/Progress/Achievements of e-Urja project is as under: Brief details of the status of e-Urja project & Initiatives taken for various IT Activities • Online GPRS based Spot-Billing system has been implemented in all Discoms through seamless integration with e-Urja & portal. • System developed under 'ease of doing business' to facilitate new consumers to apply online, submission of digital documents etc., intended for transparency as well as speedy process & making them free from physical visiting of the office. • SMS enabled service implemented to update the consumers about status of their transaction with the company under 'ease of doing business' • Easy payment methods through portal application. • New Web based 'i-fas' system developed for Finance & Accounting for all companies as per Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

statutory requirement, replacing old legacy application. • New Implementation of Medical portal 'e-Aarogyam' carried out for online monitoring of patients under cashless scheme. • HR-IS portal developed for online updating of HR information. • Development of various Dash Board in CRM module of e-Urja. • Renewal of Oracle Annual Technical Support (ATS) up to 24-02-2017 for smooth operation of existing e-Urja system. • Maintenance support order to M/s. Wipro was extended up to August-2016 for smooth operation & to run the existing e-Urja application efficiently. • Initiatives taken for strengthening of the existing implemented e-Urja system with allied Legacy systems and replacement of obsolete computing hardware, which in turn will remove all existing hurdles ultimately. • Implementation of new Zimbra Admin Panel to strengthen the mail security and better monitoring. • DC-DR replication implemented by enhancing the San Storage. • Critical Software up gradation of AIX (6.1) Version on all e-Urja servers was successfully carried out.. • e-Urja Backup Servers upgraded for implementation of advanced version of TSM Backup software. • Centralized P.F. Sense firewall implemented across all subsidiary companies for better security. • Initiatives taken for review of Smart Grid pilot project with external committee members. • Finalization of SCADA scheme for all distribution companies of GUVNL. • Initiatives taken for establishment of Centralized IT-Hub at Ambli, UGVCL for all IT applications of GUVNL and all its subsidiaries and formation of team to explore such activities. • In house developed access of purged workflow notifications from e-Urja database which in turn will improve performance of database and reduce slowness in the system. • RAPDRP Portal is tightly integrated with e-Urja Billing & CRM modules. Day to day monitoring, trouble shooting & maintenance is being carried out by in house team. • Network Intrusion Prevention System (NIPS) implemented to protect internal network • against external threats and various other gateways. • Standing winner of 'Infosec Maestros awards-2015' for top 100 CIO in Information sector domain in India. • Winner at 'CSI-Nihilent Award' under sustainable category for ISMS project. • Selection for the Most Innovative CIO Award-2016.

GETRI ACTIVITIES :

Gujarat Energy Training and Research Institute (GETRI) is an autonomous institute promoted by Gujarat Urja Vikas Limited and its group companies and registered under Bombay Public Trust Act. This institute has been established with a view to provide a platform for continuous development of employees by imparting various training, supported by research and documentation of best practices needed in the modern era. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

The Institute aims at improving efficiency of all employees working in GUVNL and it's Group Companies by imparting systematic training and is to create learning in the organization. So that employees working in different Group Companies can meet the need of modern organization and globalization.

GETRI activities/achievements during Year 2015-16 are as under:

• GETRI has touched the new height by achieving 1,24,589 training man days i.e 9,96,712 training man hours in year 2015-16 i. e. First Time ever, since 2008-09. • GETRI has organized 5 batches of six weeks Induction Training for newly recruited JE (VS) of DISCOMs in which 186 engineers were trained, 2 batches of three weeks Induction Training for regular JE of DISCOMs in which 78 engineers were trained & 5 batches of one week Refresher Training for JEs of DISCOMs in which 169 engineers were trained, apart from other Job related Trainings for Engineers/ Employees of GUVNL & its Subsidiary Companies. • GETRI has conducted a training programme of 10 days for 18 nos. of Assistant Electrical Inspectors from the office of the Chief Electrical Inspector - Government of Gujarat at GETRI. • GETRI has conducted a training programme of 2 days for 50 nos. of Senior Electrical Inspectors from the office of the Chief Electrical Inspector - Government of Gujarat with 1 day field visit of Sardar Sarovar Hydro Power Station. • GETRI has conducted 9 batches of training programme for the different cadres of employees of Gujarat Water Supply & Sewerage Board (GWSSB) on the subject "Energy Saving / audit- electrical part" and 721 engineers were trained. • GETRI has conducted 11 batches of 6 days training programme on "Best Practices and Distribution Management programme for officers of Punjab State Power Corporation Ltd. at GETRI. • 6th batch of Executive Certificate Programme in Power Management for 23 Engineers of all group Companies was conducted at PDPU. • Total 42 National Training Programme for C&D employees were conducted by four DISCOMs. • Total 754 employees have been deputed for External Training programmes in various renowned Institutions like ESCI, ASCI, NPTI, CORE, PMI, CII, CBIP, ERDA, MSU, PDPU, SPIPA, FGI, BMA, School of Petroleum, India Infrastructure Pvt. Ltd. etc. covering 3,549 man days, of Training. • GETRI has conducted safety training for Gujarat State Electrical Company Limited (GSECL) for its 1,381 employees & has also trained 2,996 employees of all the four Distribution Companies (DISCOMs). Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

Training data for the year 2015-16

Sr. No. Training Particulars No. of No. of No. of Training Employees Man-day Programmes Trained Training 1 Training at GETRI 188 4851 18495 2 EXTERNAL TRAINING 166 754 3549 3 GENERATION TRAINING at WTPS 50 1478 9227 4 Training at GEKCs - (1GETCO & 10 DISCOM) 1914 58471 72161 5 OTHER IN HOUSE TRAININGS (i.e. Corporate, Power Station, Zone, Circle, Division etc. level) 360 18773 21157 TOTAL 2678 84327 124589

HUMAN RESOURCES :

Company endeavors to provide an environment so that each employee is motivated to contribute his /her best to achieve the Company's Goals/Objectives. The Company has taken series of proactive HR initiatives including need based training and development programmes with special emphasis on developing competencies of employees and thereby enhancing organizational effectiveness.

GUVNL has been awarded "Best State public Sector Undertaking" by Government of India, for engaging highest no. of apprentices and training them in skill development. Under the scheme of Central Government in the category of highest appointment of apprentices pan India made under The Apprentices Act 1961. GUVNL has been awarded a Trophy and Certificate in this regard by Shri Rajeev Pratap Rudy, Hon'ble Minister of State, Ministry for Skill Development and Entrepreneurship (independent charge) New Delhi on 16th July 2016.

INDUSTRIAL RELATIONS DURING THE YEAR:

The overall Industrial Relations under GUVNL and its subsidiary companies have been quite harmonious and no major incidence of industrial unrest has occurred during the whole year.

STAFF WELFARE ACTIVITIES:

Employee Welfare plays an important role to cultivate the qualities of greater involvement and deeper unity amongst the employees and also works as motivation to the employees. GUVNL has taken utmost care and given ample importance in the field of welfare activities. Apart from Statutory Welfare Provisions, the Company has given due importance to the non-statutory welfare activities. A good number of welfare activities have continued to be handled in GUVNL even for subsidiary companies for the sake of synergy, coordination and functional needs. A number of staff welfare activities were carried out during the year like sports, AIESCB tournaments, Grant to Employees Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

Organization for cultural programmes, Inter Company Music Competition, Inter Company Drama Competition, Loans to cooperative Society, Staff Voluntary Retirement cum death Benevolent Fund Scheme, Merit Awards to the employees and their family members for their bright performance in the field of Education, Sports and Fine Arts, Sports Complex at Vidyutnagar colony, Vadodara, Gymnasium at Corporate office, Colony and GETRI etc.

DIRECTORS

A. Changes in Directors and Key Managerial Personnel

Since the last financial year 2014-15, Shri S.B.Khyalia was elevated as Director(Finance) and repatriated to the Company w.e.f. 10-11-2015 by Govt. of Gujarat vide the Energy & Petrochemicals Deptt., Govt. of Gujarat letter No. GUV-13-2012-2059-K dated 10th November,2015. Accordingly Shri S.B.Khyalia was appointed as Additional Director and also as Director (Finance) w.e.f. 10-11-2015. Shri S.B.Khyalia was appointed as Director [continuing as Director(Finance) at the last Annual General Meeting held on 29-12-2015.

Further Shri M.B.Parikh, ED(F&A) was designated as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) w.e.f. 04-06-2015.

Further, in terms of Notification No. AIS/35.2016/21/G dated 22-June-2016 issued by the General Administration Department, the Government of Gujarat appointed Shri Sujit Gulati'JAS as Addl. Chief Secretary, Energy & Petrochemicals Department vice Shri L.Chuaungo,IAS transferred.

Consequently, Shri L.Chuaungo, IAS, tendered his resignation dated 27-06-2016 from the Board of Directors of the Company as Chairman & Managing Director(CMD). The Board place on record its sincere appreciation for the valuable services rendered by Shri L.Chuaungo,IAS during his tenure as CMD on the Board of the Company.

Further E&P Department , Govt. of Gujarat vide Order No. GUV-1108-1336-K (Part) dated 27th July, 2016 nominated/appointed Shri Sujit Gulati'JAS, Addl. Chief Secretary, E&P Dept., Govt. of Gujarat as Chairman of the Company vice Shri L.Chuauango,IAS. The nomination of Shri Sujit Gulati'JAS as Chairman of the Company w.e.f. 27-07-2016 was noted by Board Resolution passed on 29-07-2016.

The General Administration Dept., Govt. of Gujarat vide Order No. AIS/45.2016/395700/G dated 14th September,2016 decided that Shri A.M.Tiwari,IAS, Managing Director, Gujarat State Fertilizers & Chemicals Limited, Vadodara should hold the additional charge of the post of Managing Director, Gujarat Urja Vikas Nigam Limited, Vadodara until further orders. Accordingly he was appointed as an Additional Director and also as Managing Director w.e.f. 15-09-2016 vide Board Resolution passed on 16-09-2016. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

The Government of Gujarat vide Notification No. AIS/35.2016/31/G dated 20th September, 2016 issued by General Administration Department placed the services of Shri Pankaj Joshi ,IAS at the disposal of the Energy & Petrochemicals Department for appointment as Managing Director, Gujarat Urja Vikas Nigam Limited, Vadodara relieving Shri A.M Tiwari,IAS of the additional charge of the post. Accordingly Shri Pankaj Joshi,IAS was appointed as an Additional Director and also as Managing Director w.e.f. 23-09-2016 at the Board Meeting held on 29-09-2016. Further in view of the aforesaid Govt. Notification relieving Shri A.M.Tiwari,IAS of the additional charge of the post of MD,GUVNL, Shri A.M.Tiwari,IAS tendered his resignation from the Board w.e.f. 23-9-2016 which was accepted by the Board at its meeting held on 29-09-2016.

Shri Pankaj Joshi,IAS will hold office as an Additional Director till the date of ensuing AGM. The Notice convening the Meeting includes an item under Special Business relating to his appointment to the office of Director. Your Directors recommend his appointment to the office of Director (continuing as Managing Director) of the Company.

The Govt. of Gujarat vide Notification No. AIS/35.2016/31/G dated 20th September, 2016 as partially modified vide GAD Notification of even number dated 13th October,2016 transferred Smt. Shahmeena Husain, IAS, Director(Admn.) from GUVNL. Consequently Smt. Shahmeena Husain,IAS tendered her resignation as Director(Admn.) of the Company. The Board accepted her resignation as Director(Admn.) (whole time Director) w.e.f. 14-10-2016 and decided to continue her as Woman Director on the Board of the Company. The Board place on record its sincere appreciation for the valuable services rendered by Smt. Shahmeena Husain,IAS during her tenure as Director(Admn.) 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 2015-16 confirming that they meet the criteria of independence as prescribed under the Act.

C. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors including Independent Directors pursuant to the provisions of the Act.

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, etc.

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. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

The Board reviewed the performance of the individual directors and Independent Directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in 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 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.

E. Meetings of the Board and Committees thereof

As required under the Companies Act,2013 and Clause-9 of the Secretarial Standard-1 (SS-1), the details of the number and date of Meetings of Board of Directors and Committees of the Board held during the Financial Year 2015-16 and the attendance of Directors is as under:

Name of During 2015­ During 2015 - During 2015 - During 2015­ During 2015 - Director/Member 16, Total 16, Total Seven 16, Total One 16, Total 16, Total of Committee Seven (7) (7) Audit (1) One (1) Three (3) CSR Board Committee Nomination & meeting of Committee Meetings Meetings were Remuneration Independent Meetings were held as held as under: Committee Directors were held as under: Meeting was was held as under: held as under: under:

04.06.2015 04.06.2015 14.08.2015 21.03.2016 17.12.2015

14.08.2015 14.08.2015 09.02.2016

21.09.2015 21.09.2015 21.03.2016

20.10.2015 20.10.2015

17.12.2015 17.12.2015

09.02.2016 09.02.2016

21.03.2016 21.03.2016

{26) Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

Meeting Meeting held Meeting held Meeting Meeting held held during during tenure during tenure held during during tenure tenure/ / Attended / Attended tenure / / Attended Attended Attended

Shri L. Chuaungo, IAS 7/7 -- - - 3/3

Smt. Shahmeena Husain, IAS 7/7 -- - - 3/3

Shri R.N. Singh 7/6 7/6 1/1 1/1 -

Shri Bimal N. Patel 7/6 7/6 1/1 1/1 3/2

Shri Sanjeev 7/4 7/4 1/1 - - Kumar, IAS

Shri PJ. Mathew 7/5 3/1 - 1/0 -

Shrii S.B. Khyalia 3/3 2/2 - - 2/2

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION :

Since the company is engaged in power trading business, the information pertaining to Conservation of Energy, 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 not applicable to the Company. However brief details of energy conservation measures taken through subsidiary Distribution Companies (Discoms) are given hereunder for information.

For the year 2015-16, a total budget provision of Rs.3500/- lakhs was made under Energy Conservation Programme.

HVDS is Conversion of Low Voltage Distribution System(LVDS) into High Voltage Distribution System(HVDS) by installing smaller size of Distribution Transformers and thereby reduction of LT Lines up to negligible level by converting it into HV Line.

To improve Voltage profile in rural area the small capacity of Distribution Transformers are to be installed by extending 11KV Line as nearer as possible to the load and Distribution Transformer of the capacity of 10, 16 KVA are erected and supply is released to consumer through a short length of LT Lines preferably through insulated overhead cables known as Aerial Bunched Cable (ABC)/PVC Cable. In Order to ensure pilferage free system, one of several remedial measures is reducing LT line (System) Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16 being exposed to theft. The whole idea is to have Less LT system and gradually move on to LT Less system. Even the short LT Lines are to be laid using ABC/PVC Cables.

During the year 2015-16, 2699 Nos. of small capacity transformers installed under KHUSY at the expenditure of Rs.32.25 Crores.

Further, under Energy conservation a special fund is being allocated for IEC (Information, Education & Communication) purpose for public awareness activities like seminars, rally , urja rangoli, slogan / drawing competitions etc. During the year 2015-16, Expenditure of Rs. 2.76 Crore has been booked against IEC activity.

RESEARCH AND DEVELOPMENT:

The Expenditure incurred on Research and Development is Nil.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, there was no foreign exchange earning or outgo.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of knowledge, belief and according to the information received, the Board of Directors confirm as under for the financial year 2015-16 in terms of Section 134(3)© of the Companies Act, 2013:

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors had 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 at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

AUDIT COMMITTEE: The Audit Committee was constituted on the terms of reference as prescribed under Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its powers) Rules, 2014. There were seven meetings held during the Financial Year 2015-16 The recommendations made by the Audit Committee during the year were accepted by the Board. Composition of Audit Committee as on 31/03/2016 was as under:

1 Shri Sanjeev Kumar, IAS Chairman 2 Shri R.N. Singh Member 3 Shri Bimal N. Patel Member 4 Shri PJ. Mathew Member 5 Shri S.B. Khyalia Member

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted a 'Corporate Social Responsibility' (CSR) Committee In accordance with Section 135 read with the Companies (CSR Policy) Rules, 2014. The CSR Policy adopted by the Company is posted on the Company's website at www.guvnl.com. The Annual Report on Corporate Social Responsibility activities is attached as Annexure-1 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 provides adequate safeguards against victimization of employees who avail of the Mechanism. It also provides direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and Directors. The Vigil Mechanism (Whistle Blower Policy) of the Company is available on the website of the Company at www.guvnl.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: The elements of risk threatening the Company's existence are very minimal. However, as required by Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

Section 134(3)(n) of the Companies Act, 2013, the Company has framed Risk Management Policy to identify various elements of risk and steps taken to mitigate the same. As an enterprise engaged in trading of electricity and a holding Company of six subsidiary companies engaged in the distribution of generation, transmission and distribution, the Company has always had a systems-based approach to Business Risk Management. The risk management includes identifying types of risks and their assessment, risk handling and monitoring and reporting. The Risk Management framework primarily focuses on following elements: • Risk to Company's assets and properties • Employees related risks • Risks associated with non-compliance of statutory enactments • Risk of Inflation and Cost Structure • Credit Risk • Liquidity Risk • Operational Risk • Regulatory Risk • Network Risk • Fuel availability and price fluctuation Risk • Risk of monsoon failure • Risk of compensation to third parties due to electrical accidents and burning of crop • Risk of dependence on Government of Gujarat for share capital contribution, grants and subsidies

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-2 and attached to and forming part of this Report.

RELATED PARTY TRANSACTIONS:

All transactions entered with related parties for the year were on arm's length basis and were in the ordinary course of business. The Company has adopted a Related Party Transactions Policy and Procedure. All related party transactions were placed before the Audit Committee. Omnibus approval was obtained for transactions which are of repetitive nature.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements commensurate with the size and nature of its business. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, an 'Internal Complaints Committee' has been constituted in the Company for redressal of complaints against sexual harassment of women employees. During the year under review, the Company had received Nil complaint.

AUDITORS:

[A] STATUTORY AUDITORS:

As your Company is a Govt. Company , M/s. Mukund & Rohit, Chartered Accountants, Vadodara were appointed as the Statutory Auditors of the Company by the Comptroller and Auditor General of India, New Delhi, (C&AG) to audit the accounts of the Company for the Financial Year 2015-16. They have audited the Financial Statements (Stand Alone and Consolidated) for the year ended 31-March-2016 and submitted their Report.

There were no qualifications, reservations or adverse remarks made by the Auditors (Stand Alone and Consolidated) in their Report. The Notes to the Financial Statements are self-explanatory and therefore, do not call for any further comments.

In the Auditors' Report on Consolidated Financial Statements, the Auditors have reproduced the qualifications/emphasis ,if any, of the respective Subsidiary Companies which do not call for any comments in the Directors' Report of the Company. However as a prudent practice, the qualifications of Statutory Auditors of Subsidiary Companies viz. GSECL and UGVCL alongwith management replies of respective subsidiary company are reproduced as Annexure-3.

The C&AG of India has appointed M/s Mukund & Rohit, Chartered Accountants, Vadodara as Statutory Auditors (Stand Alone and Consolidated) for F.Y. 2016-17. Their remuneration is to be decided by the Members as per section 142 of the Companies Act,2013. An item of ordinary business has been included in the notice of ensuing Annual General Meeting in this regard.

[B] C&AG'S COMMENTS:

The Comptroller & Auditor General of India (C&AG) have conducted supplementary audit under Section 143 of the Companies Act, 2013 of the Financial Statements (Stand Alone and Consolidated) of the Company for the year ended on 31-March-2016, and has issued Nil Comment (Stand Alone and Consolidated) vide their Letter No. vide Letter No. ES-I/A/cs/GUVNL(Stand)/2015-16/1784and No.ES- I/A/cs/GUVNL(Consol.)/2015-16/1785 respectively both dated 30-11-2016, a copy of which is placed in this Annual Report. The Six Subsidiary Companies have also received Nil comment from C&AG. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

[C] COST AUDITOR:

In terms of the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Cost Audit) Rules, 2014, the Board of Directors appointed M/s Y S Thakar & Co., Cost Accountants, Vadodara as Cost Auditors for the Financial Year 2015-16 for auditing the cost accounting records relating to Electricity Industry product. The Cost Audit Report for the Financial Year 2015-16 was filled / uploaded on the MCA Portal on 15-September-2016. As required under the Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors ) Rules, 2014, the shareholders at their Extra Ordinary General Meeting held on 08.05.2015, ratified the remuneration payable to Cost Auditor for the F.Y. 2015-16. The Board of Directors appointed M/s. Y.S.Thakar as a Cost Auditor for the F.Y. 2016-17. As required under the Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 ,the Directors recommend their remuneration for the Financial Year 2016­ 17 for your ratification.

[D] SECRETARIAL AUDITOR:

In terms of the provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s. Sandip.K.Shukla, Practicing Company Secretaries, Vadodara for conducting Secretarial Audit for the Financial Year 2015-16. M/s. Sandip.K.Shukla, Practicing Company Secretaries, Vadodara have issued Secretarial Audit Report (Form MR-3) for the Financial Year 2015-16 which is attached as Annexure-4 and is forming part of this Report. There were no adverse comments, qualifications or reservations or adverse remarks in the Secretarial Audit Report.

OTHER DISCLOSURES:

a) There was no unpaid or unclaimed dividend declared and paid and therefore, no disclosure is required to be made pursuant to the provisions of Section 125 of the Companies Act, 2013.

b) The Managing Director of the Company did not receive any remuneration or commission from any of its subsidiaries.

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

d) 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.

e) The Company is engaged in the trading of power which is covered under the exemption provided under Section 186(11) of the Companies Act, 2013 read with Notification No. GSR- 163(E) dated 05-Jun-2015 issued by the Ministry of Corporate Affairs, Govt. of India. Accordingly, details of loan given, investment made or guarantee or security provided by the Company are not required to be reported. Gujarat Urja Vikas Nigam Limited g u ^N l 12th Annual Report 2015-16

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.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the valuable guidance, support and assistance received from the Ministry of Power, Govt. of India, Government of Gujarat, GERC and other Central and State Govt. Authorities/Departments, Banks, Financial Institutions, GSFS, GPCL,GIPCL and for the valuable services rendered by the employees of the GUVNL and its Subsidiary Companies.

For and on behalf of the Board

Date: 17-12-2016 Sujit GulatiJAS Place: Vadodara Chairman (DIN 00177274) Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

ANNEXURE-1 Annual Report on Corporate Social Responsibility (CSR) activities for the Financial Year 2015-16.

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 (CSR) Policy of Gujarat Urja Vikas Nigam Limited (GUVNL)' encompasses the Company's philosophy for delineating its responsibility as a corporate citizen and lays down the guidelines and mechanism for undertaking socially relevant programs for welfare and sustainable development of the community at large. This Policy shall apply to all CSR initiatives and activities taken up by the Company at the Company's areas of operations and also within the State of Gujarat and in any other parts of the country, for the benefit of the different segments of the society provided that the preference shall be given to the local areas and areas where the Company operates for undertaking the CSR activities. In alignment with vision of the Company, GUVNL, through its CSR initiatives, shall continue to enhance value creation in the society and in the community in which it operates, through its services, conduct and initiatives, so as to promote sustained growth for the society and community. The CSR Projects and Programmes undertaken will be within the broad frame work of Schedule VII of the Companies Act, 2013 and will be identified and funds allocated, on a yearly basis, as per the need assessment specific to the location, target beneficiary and agency partnering for the implementation. The CSR Policy may be accessed on the Company's website: http://www.guvnl.com 2. The Composition of the CSR Committee 1. Shri L.Chuaungo,IAS, Chairman & Managing Director .... Chairman (up to 27-06-16) 2. Shri Pankaj Joshi,IAS, Managing Director .... Member (w.e.f. 29-09-16) 3. Smt. Shahmeena Husain,IAS , Director .... Member 4. Shri Bimal Patel , Independent Director .... Member 5. Shri S.B.Khyalia, Director (Finance) .... Member 3. Average net profit of the Company for last three financial years Average Net Profit (2012-13 to 2014-15) Rs. 6186.16 Lakhs 4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above) Rs. 123.72 lakhs ( The total amount including carried forward unspent amount of F.Y. 2014-15 of Rs. 143.89 Lakhs comes to Rs. 267.61 Lakhs). Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

5. Details of CSR spent during the financial year:- a) Total amount to be spent for the financial year 2015-16 ... Rs. 267.61 lakhs (including carried forward unspent amount of Rs.143.89 Lakhs of F.Y. 2014-15) b) Amount unspent, if any ... Rs. 102.61 lakhs (Against cumulafive budget) c) Manner in which the amount spent during the financial year as given below:

(1) (2) (3) (4) (5) (6) (7) (8) Sr. CSR Project Sector in which Projects or Am ount Am ount Cum ulative Am ount No. or activity the project is programs outlay spent on expenditure spent: Direct identified covered Projects or (budget) the upto the or through programs project projects or reporting implementin (1) Local or program s period g agency area or program (1) Direct other s wise expenditur (2) specify e on the state projects or and district program s where (2) projects or Overhead programs was undertaken Contribution to Shram Mandir Trust engaged in the welfare of leprosy Promoting affected education of persons for Girls by renovation of renovating Girls Local Rs. 15.30 Rs. 15.30 Rs. 15.30 Through Hostel, Shram Mandir i. Girls Hostel Vadodara lakhs lakhs lakhs Promoting health Trust (two units), care and purchase of conservation of Fully energy etc. Automated Hematology Analyzer and installation of LED lamps Contribution Promoting to V-One employment Society enhancing engaged in vocational skills Local the services especially among Vadodara of differently abled Rs. 15.00 Rs. 15.00 Rs. 15.00 Through 2. and livelihood district & handicapped surrounding lakhs lakhs lakhs V-One Society persons for enhancement areas “Self projects. Employment for Disabled“ Project Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

R&D in the areas of Education, Around Through Tribal Sardar welfare, Promoting Sarovar dam Sardar education, Rs. 100 Rs. 100 Vallabhbhai 3. Health and site, Rs. 100 Lakhs healthcare and Lakhs Lakhs Patel other social Narmada tribal welfare. Rashtriya Ekta activities district, Trust benefitting Gujarat people at large Project of dietary supplements for pregnant women & Kawant underweight Promotion of Block, Through Rs. 9.61 Rs. 9.61 Rs. 9.61 4. children a long Healthcare, Chhotaudep Collector, Lakhs Lakhs Lakhs with support Education etc. ur district, Chhotaudepur for PSE Gujarat activities at Aanganwadi centres in Kawant block Participation in the CSR Participated project for Environmental in the project development sustainability, implemented of Vasna ecological Local Rs. 21.00 Rs. 21.00 Rs. 21.00 by subsidiary 5. Crematorium, balance, Vadodara Lakhs Lakhs Lakhs company Vadodara conservation of Madhya implemented natural Gujarat Vij by subsidiary resources. Company Ltd. company MGVCL Through Supply of Preventive Banaskantha Collector, Tarpaulins for health Rs. 4.09 Rs. 4.09 Rs. 4.09 6. district, Banaskantha shelter in Lakhs Lakhs Lakhs care/sanitation Gujarat flood relief / disaster relief

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/short spending the amount in its Boards' report: The financial year 2015-16 was the second year for CSR activities under the Companies Act, 2013. The Company has already spent Rs. 165.00 Lakhs during F.Y. 2015-16 against the sfipulated 2% amount of Rs. 123.72 Lakhs for F.Y. 2015-16. However the total cumulative amount including carried forward unspent amount of F.Y. 2014-15 comes to Rs. 267.61 Lakhs. Against the short spending of Rs. 102.61 Lakhs during F.Y. 2015-16 (against cumulafive CSR budget), the CSR Committee at its meefing held on 21-03-2016 idenfified the CSR projects worth Rs. 336.48 Lakhs to be implemented in F.Y. 2016-17 onwards by the Company and/or in parficipation with subsidiary company(ies).The Company will endeavor to spend the minimum sfipulated amount in next financial year. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

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.

Pankaj Joshi,IAS

Managing Director Date: 17-12-2016 and Place : Vadodara Chairman CSR C° mmittee (DIN 01532892) Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

ANNEXURE-2 FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31-March-2016

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS:

I CIN:- U40109GJ2004SGC045195 II. Registration Date 22-12-2004 III. Name of the Company GUJARAT URJA VIKAS NIGAM LIMITED IV. Category/ Sub-Category of the Company Public Limited Company, Govt. Company V. Address of the Registered office and Registered & Corporate Office, contact details Sardar Patel Vidyut Bhavan, Race Course, Vadodara-390007. VI. Whether listed company No VII. Name, Address and Contact details of NOT APPLICABLE Registrar and Transfer Agent, if any

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:- Sl. No. Name and Description of NIC Code of the % to total turnover main products / services Product/ service of the company 1 Purchase & Sale of Power 35109 100%

II. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - S. Name and Address CIN/GLN Holding/ % of shares Applicable No of the Company Subsidiary/ held Section Associate

1 Gujarat State U40100GJ1993SGC019988 Subsidiary 100% 2(87) Electricity Corpn. Ltd., Vidyut Bhavan, Race Course, Vadodara : 390 007 2 Gujarat Energy U40100GJ1999SGC036018 Subsidiary 97.99% 2(87) Transmission Corpn. Ltd., Sardar Patel Vidyut Bhavan, Race Course, Vadodara : 390 007 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

3 Madhya Gujarat Vij UU40102GJ2003SGC042907 Subsidiary 100% 2(87) Co. Ltd., Sardar Patel Vidyut Bhavan, Race Course, Vadodara : 390 007 4 Dakshin Gujarat Vij U40102GJ2003SGC042909 Subsidiary 100% 2(87) Co. Ltd., Urja Sadan, Nana Varachha Road, Kapodara, SURAT : 395006. 5 Uttar Gujarat Vij Co. U40102GJ2003SGC042906 Subsidiary 100% 2(87) Ltd., Visnagar Road, Mehsana : 384001 6 Paschim Gujarat Vij U40102GJ2003SGC042908 Subsidiary 100% 2(87) Co. Ltd., Paschim Gujarat Vij Seva Sadan, Off. Nana Mava Main Road, Laxminagar, Rajkot : 360004. 7 Gujarat Industries L99999GJ1985PLC007868 Associate 25.38% 2(6) Power Co. Ltd., P.O. Petrochemicals : 391346 Dist, Vadodara, Gujarat

SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Category-wise Share Holding:

Category of No. of Shares held at the No. of Shares held at the end of the year % Change Shareholders beginning of the year (01 -Apr-2015) (31-Mar-2016) during the year Dem Physical Total % of Dem at Physical Total % of at Total Tota Shares l Shar es A. Promoters

(1) Indian a) Individual/HUF 0 0 0 0 0 0 0 0 0 b) Central Govt. 0 0 0 0 0 0 0 0 0 c) State Govt(s) 0 8421401295 8421401295 100 0 10754706495 10754706495 100 0 d) Bodies Corp. 0 0 0 0 0 0 0 0 0 e) Banks / FI 0 0 0 0 0 0 0 0 0 , Any Other.... 0 0 0 0 0 0 0 0 0 Sub-total (A) (1):- 0 8421401295 8421401295 100 0 10754706495 10754706495 100 0 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

(2) Foreign 0 0 0 0 0 0 0 0 0 a) NRI In dividuals 0 0 0 0 0 0 0 0 0 b) Other Individuals 0 0 0 0 0 0 0 0 0 c) Bodies Corp. 0 0 0 0 0 0 0 0 0 d) B an ks / FI 0 0 0 0 0 0 0 0 0 e) Any Other.... 0 0 0 0 0 0 0 0 0 Sub-total (A) (2):- 0 0 0 0 0 0 0 0 0 Total Shareholding of 8421401295 8421401295 100 10754706495 10754706495 100 Prom oter 0 - 0 (A) =(A)(1)+(A)(2)

B. Public Shareholding 0 0 0 0 0 0 0 0 0 1. Institutions a) Mutual Funds 0 0 0 0 0 0 0 0 0 b) Bank / FI. 0 0 0 0 0 0 0 0 0 c) Central Govt. 0 0 0 0 0 0 0 0 0 d) State Govt. 0 0 0 0 0 0 0 0 0 e) Venture Capital 0 0 0 0 0 0 0 0 0 Fu n d. f) Insurance 0 0 0 0 0 0 0 0 0 C o m p a n ie s g) FIIS 0 0 0 0 0 0 0 0 0 h) Foreign Venture 0 0 0 0 0 0 0 0 0 Capital Fund. i) O th e rs (Sp e cify) 0 0 0 0 0 0 0 0 0 Sub-total (B)(1):- 0 0 0 0 0 0 0 0 0 2. Non- Institutions a) Bodies Corp. i) In d ian 0 0 0 0 0 0 0 0 0 i) O v e rse a s 0 0 0 0 0 0 0 0 0 b) Individuals i) In d ivid u al shareholders holding nominal 0 0 0 0 0 0 0 0 0 share capital in excess of Rs. 1. ii) Individual shareholders holding nominal 0 0 0 0 0 0 0 0 0 share capital in excess of Rs. 1. lakh s c) Others (specify) 0 0 0 0 0 0 0 0 0 Sub-total (B)(2):- 0 0 0 0 0 0 0 0 0 Total Public Shareholding 0 0 0 0 0 0 0 0 0 (B)=(B)( 1)+ (B) (2)

C. Shares held by Custodian for GDRs & 0 0 0 0 0 0 0 0 0 AD Rs Grand Total 8421401295 8421401295 100 10754706495 10754706495 100 0 0 0 (A+B+C) Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

(ii) Shareholding of Promoters:

Sr. Shareholder's Shareholding at the beginning of the Shareholding at the end of the year % No. N am e year (01/04/2015) (31/03/2016 ch an ge No. o f % o f total % of Shares No. o f % o f total % of Shares in sh are Sh are s S h a re s o f P le d ged / Sh are s S h a re s o f Ple d ged / holding th e e n cu m b e re d th e e n cu m b e re d d u rin g co m p a n y to total co m p a n y to total th e sh a re s sh a re s y e a r 1 H.E.Govemor 8421401295 1 0 0 0 10754706495 1 0 0 0 0 of Gujarat and his Nominees Total 8421401295 10754706495

(iii) Change in Promoters' Shareholding (please specify, if there is no change):

Sr. Shareholding at the beginning of Cumulative Shareholding during the No. the year(01/04/2015) year No. of Shares % of total shares No. of Shares % of total shares of the Company of the Company At the beginning of 8421401295 100 8421401295 100 the year H.E.Governor of Gujarat and his nominees Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease, e.g. allotment/transfer/bon us/sweat equity etc.: Increase by way of allotment on: 29-04-2015 508944 300 0.00 8930345595 0.00 11-07-2015 245983200 0.00 9176328795 0.00 10-09-2015 377231600 0 . 00 9553560395 0.00 20-10-2015 299793400 0.00 9853353795 0.00 16-11-2015 403131600 0. 00 10256485395 0.00 08-01-2016 226416400 0. 00 10482901795 0.00 05-03-2016 271804700 0.00 10754706495 0.00 At the End of the year 10754706495 100 10754706495 100 (31/03/2016) Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Sr. Shareholding at the beginning Cumulative Shareholding during No. of the year (01/04/2015) the year For Each of the top 10 No. of % of total shares No. of % of total shares of Shareholders Shares of the Company Shares the Company At the beginning of the year Date-wise Increase/Decrease in Share holding during the year specifying the reasons for increase/decrease (e.g. Not Applicable allotment/transfer/bonus/sweat equity etc.) At the End of the year (or on the date of separation, if separated during the year)

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. For Each of the Shareholding at the Date Increase / Reason Cumulative No. Directors and KMP beginning of the year Decrease Shareholding (01-Apr-2015) during the year and As on 31-Mar-2016 Name No. of % of total No. of % of total Shares shares of Shares shares of the the Company Company DIRECTORS 00 00 00 00 00 00 00 KEY MANAGERIAL 00 00 00 00 00 00 00 PERSONNEL Note None of the Directors and KMP hold any Equity Shares in the Company.

V. INDEBTEDNESS (AS ON 31-MAR-2016): Indebtedness of the Company including interest outstanding/accrued but not due for payment (Rs. In Lakhs) Secured Loans Unsecured Deposits Total excluding Loans Indebtedness deposits Indebtedness at the beginning of the financial year (01-Apr-15) i) Principal Amount 4170.34 312703.50 0.00 316873.84 ii) Interest due but not paid 23.63 0.00 0.00 23.63 iii)Interest accrued but not due 0.00 0.00 0.00 0.00 Total (i+ii+iii) 4193.97 312703.50 0.00 316897.47 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

Change in Indebtedness d uring the financial year • Addition 18590.51 0.00 0.00 18590.51 • Reduction 0.00 145236.24 0.00 145236.24 Net Change 18590.51 -145236.24 0.00 -126645.73 Indebtedness at the end of the Financial Year (31-March-16) i) Principal Amount 22777.76 167467.26 0.00 190245.02 ii) Interest due but not paid 6.72 0.00 0.00 6.72 iii) Interest accrued but not due 0.00 0.00 0.00 0.00 Total (i+ii+iii) 22784.48 167467.26 0.00 190251.74

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (F.Y.2015-16) A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Rs. In Lakhs

Sr. Particulars of Name of MD/WTD/Manager Total No. Remuneration Amount Shri Shri S.B.Khyalia Smt. Rs. In L.Chuaungo,IAS Director(Finance) S hahmeena Lakhs CMD (10 Nov-2015 to March- Husain,IAS, (Addl. Charge) 2016) Director(Ad mn) April 15 to March 16 1. Gross salary a) Salary as p er o o o 11.06 16.08 27.14 provisions contained in section 17(1) of the Income-tax Act, 1961 b) Value of perquisites u/s 17(2) Income -tax 1.09 1.59 2.68 Act, 1961 c) Profits in lieu of 0.00 0.00 0.00 salary under section 17(3) Income tax Act, 1961

2. Stock Option 0 0 0 0.00 3. Sweat Equity 0 0 0 0.00 4. Commission 0 0 0 0.00 - as % of profit - others, speci fy... 5. Others, please specify 0 0 0 0.00 Total(A) 0 12.15 17.67 29.82 Ceiling as per the Act Not applicable as Section 197 of Companies Act, 2013 shall not apply to Government Companies. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

B. Remuneration to other directors (F.Y.2015-16) Sr. Particulars of N a me of Directors Total no. Remuneration Independent Directors Other Non-Executive Directors Amount Rs. S h ri Shri Shri Shri R.N.Singh Bimal PJ.Mathew Sanjeevkumar, Patel IAS 1 Independent Directors • Fee for 30000 30000 25000 85000 attending Board/ committee meetings in Rs. • Commission 0 0 0 0 • Others, 0 0 0 0 please specify Total(1) 30000 30000 25000 85000 2 Other Non­ 0 Executive Directors • Fee for 0 attending board / committee meetings • Commission 0 • Others, please 0 specify Total(2) 0 Total (B)=(1+2) 30000 30000 25000 0 85000 Total 0 0 0 0 Managerial Remuneration Overall Ceiling Not applicable as Sectio n 1 9 7 of Companies Act, 2013 shall not as per the Act apply to Government Companies. C. Remuneration to Key Managerial Personnel other than MD/ MANAGER / WTD: (Rs. In Lakhs)

Sr. Particulars of Key Managerial Personnel no. Remuneration Co mpany ED(F&A) & Total CEO Secretary CFO (April 15 (April 15 to to March 16)* March 16) Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

1. Gross salary a) Salary as per provisions contained in section 17(1) o o o 17.54 26.24 43.78 of the Income-tax Act, 1961 b) Value of perquisites u/s 0 0 0 17(2) Income-tax Act, 1961 c) Profits in lieu of salary 0 0 0 under section 17(3) Income-tax Act, 1961 2. Stock Option 0 0 0 0 3. Sweat Equity 0 0 0 0 4. Commission 0 0 0 0 - as % of profit - others, specify.. 5. Others, please specify 0 0 0 0 Total 0 17.54 26.24 43.78 • ED(F&A) designated as CFO and KM P w.e.f. 04-06-2015.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Authority Appeal Companies Description Penalty / [RD / NCLT/ made, Act Punishment/ COURT] if any (give Compounding Details) fees imposed There were no penalties / punishment / compounding of offences for breach of any section of Companies Act against the Company or its Directors or other officers in default, if any, during the year.

For and on behalf of the Board

Date: 17-12-2016 Sujit Gulati,IAS Place: Vadodara Chairman ( DIN 00177274) Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

Annexure 3

The Explanation of the Board of Directors of Subsidiary Company Gujarat State Electricity Corp. Ltd. (GSECL) to each qualification of their Statutory Auditors in their Audit Report for the F.Y. 2015-16 is reproduced hereunder. GUJARAT STATE ELECTRICITY CORPORATION LIMITED

Sr.No. Auditors' Qualifications Management Reply/Compliance I As stated in Note no. VII (c) "Depreciation and Any additions or extension to an existing Amortization" of Note I Significant asset which is of a capital nature and which Accounting Policies, any additions or becomes integral part of an existing asset is extension to an existing asset which is of a depreciated at the rates of depreciation capital nature and which becomes integral which are applied to an existing asset. part of an existing asset is depreciated at the rates of depreciations which is applied to an Ukai Hydro has completed the useful life of 35 existing asset, irrespective of the remaining Years and as discussed with Statutory useful life of the existing asset. During the Auditor, the company has depreciated the year, in respect of the additions of Ukai Hydro addition in fixed assets during the year up to Pla nt, the com pa ny h a s cha rged 90 %. depreciation, being 90% of the cost of asset, in the Statement of Profit & Loss, which is not as per the accounting policy adopted by the company. Consequently during the year, excess depreciation' of Rs 2094.57 Lakh (as stated in Note no. 29(f) of notes forming part of financial statements) has been charged. The Profits of the company are understated to the tune of Rs. 2094.57 Lakh and the net block of fixed assets is understated by Rs. 2094.57 Lakh, thereby overstating Depreciation reserve by Rs. 2094.57 Lakh. II As stated in note No. VII (c) of Note 1 The capital spares are purchased as and when Significant Accounting Policies any additions required and also at the time of installation of or extension to an existing asset which is of a plant. As per the nature of the capital spares capital nature and which becomes integral and as per AS-10, it requires to be charged part of an existing asset is depreciated at the during the life of the plant. Therefore, we are rates of depreciations which is applied to an charging depreciation from the day one i.e. existing asset, in terms of Accounting from the date of purchase as per the life of Standard 6 "depreciation Accounting" the plant Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

irrespective of the remaining useful life of the Further, it is very difficult to find out the existing asset. However, attention is invited specific spares which are installed in plant to Note no. 29 (C) of notes forming part of the and machinery. As a proven practice financial statements, capital spares which are followed globally, the company has to charge issued to the plant and machinery, are also the depreciation on capital spares in full as transferred to the plant and machinery along per life of the plant and therefore the with depreciation reserve. company has charged the depreciation as per The said spares, consequent upon issue to Accounting Standard 10 (AS-10). plant and machinery, cease the nature of being capital spares and accordingly become As per para 8.2 of AS 10 Stand-by equipment the integral part of main plant & machinery and servicing equipment are normally (asset code 10.598). Subsequent to such capitalised. Machinery spares are usually transfer, the company has charged charged to the profit and loss statement as depreciation based on remaining useful life and when consumed. However, if such spares of the main plant & Machinery whereas as can be used only in connection with an item per the accounting policy adopted by the of fixed asset and their use is expected to be company in respect of additions to plant & irregular, it may be appropriate to allocate machinery, such additions or extension the total cost on a systematic basis over a should be depreciated at the rates of period not exceeding the useful life of the depreciation which is applied to an existing principal item. asset i.ecurrently 5.28%. Accordingly, the company charged depreciation on additions Capital spares are required to be amortised to plant (other than capital spares) at the rate during the life of the plant. Therefore, we are of 5.28% and depreciation on capital spares charging depreciation from the date of issued to plant and machinery is being purchase. And hence in line with AS 10, charged based on remaining useful life (Asset Company has depreciated capital spares on code 10.598). the basis of life of plant in accordance with AS In absence of item wise details of capital 10. Transfer of capital spares from group spares, the accounting of which is done in lots 11300 to 10598 is merely re grouping of at the year end, the resultant impact on the issued capitals spares. value of fixed assets, depreciation, profit/ loss for the year is presently not ascertainable. III As stated in note no. III (C) of Note no. 1 The capital spares which are already issued to Significant accounting policies, the company unit 1 to 6 of Wanakbori and transferred to is capitalizing the capital spares purchased group 10598 are integral part of plant of unit initially/ subsequently and depreciated fully 1 to 6 and hence it is deprecated as per the life over the residual useful life of the latest of Unit 6. identical plant & machinery. However, in case of Wanakbori I to VI Coal based thermal power Plants, whose remaining useful life, as Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

per the accounting policy of the company, is 7 years, the capital spares are not depreciated as per the residual useful life of the latest identical plant i.e. Wanakbori VII coal based thermal plants i.e. 19 years, as per the useful life adopted by the company. In absence of item wise details of capital spares, the accounting of which is done in lots at the year end, the resultant impact on the value of fixed assets, depreciation, profit/ loss for the year is presently not ascertainable.

IV As stated in no. Note VII (a) "Depreciation and It is evident that all the Thermal Plants of Amortization" of Note I Significant GSECL (erstwhile GEB) are generally working Accounting Policies and Note no. 29(a) of for more than 35 years without R&M. The Notes forming part of financial statements, management of GSECL has also carried out the useful life, residual value of any asset for technical evaluation of the life of the Thermal the purpose of depreciation, as notified for Plants by independent Chartered Engineers, accounting purposes by regulatory authority and the reports of them shows that Plants can constituted under an Act of Parliament or by run for more than 35 years. Therefore, after the Central Government shall be applied in deliberation and discussion, the calculating the depreciation, in terms of the management is of the opinion that Plants can requirements of Part B of Schedule II of the work more than 25 years, and as such, it was Companies Act, 2013. The company has decided to consider useful life of the plant as however; adopted useful life of 35 years in 35 years. respect of coal/ lignite based thermal power Further, GERC has considered 25 years' life of stations, which is significantly different from the Plant because PPA is for 25 years to the "useful life" of 25 years as prescribed recover the fixed cost by way of deprecation under the relevant CERC / GERC guidelines. for benefit of consumer at large. Considering As stated in GERC MYT Regulations 2011 read both the factors and evaluation of the with CERC (Terms and conditions of Tariff) independent consultant, it was decided by Regulations, 2014, useful life in relation to a the management to consider life of the unit of a generating station from the date of Thermal Plant as 35 years on conservative commercial operations shall mean the period basis. of 25 years for coal/lignite based thermal Gujarat Electricity Regulatory Commission generating stations has mentioned 25 years is the useful life of The company is charging depreciation on Thermal Plant. This is the General Provisions, capital spares based on remaining useful life whereas Hon'ble commission has approved as estimated by the management i.e 35 the Depreciation of the plants considering years, as against 25 years prescribed by the useful life of 35 years. This is the specific Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

CERC/GERC guidelines, thereby resulting in provisions. So, where the specific provision lower depreciation on capital spares. applied, it supersedes the general provisions. However, as per the Accounting Standard 6 "Depreciation Accounting", the statute governing an enterprise may provide the basis for computation of depreciation and if the management's estimate of the useful life of the asset is longer than that envisaged under the statute, depreciation rate lower than that envisaged by the statute can be applied only in accordance with the requirements of the statute. The company has not complied with the AS 6. In absence of item wise details of capital spares, the accounting of which is done in lots at the year end, the resultant impact on the value of fixed assets, depreciation, profit/ loss for the year is presently not ascertainable.

V As stated in note no. 29(e), for Gandhinagar The capital spares and other machineries Unit I and II, major part of renovation, were procured for Renovation and modernization and life extension activities Modernization of the units. The capital (R&M/LE) done up-to FY 2011-2012 spares/other machineries are capable of amounting to Rs. 22815.00 Lakh were being used in the business for more than one capitalized to fixed assets, & upon review and accounting period, having limited useful life re assessment of balance useful life, the and held for the Company for production / unamortized depreciable amount was supply of the goods or services. The same is charged over the remaining useful life upto therefore, capital spares and not the 2015-16 i.e. considering 4 years increase in machinery spares as stated in Audit Report. life. Pursuant to decision of the Board of Further, the Company is entitled to charge Directors of the company, the company the depreciation since the assets are ready to decided not to proceed with the R&M/LE of use and in fact used also. The treatment Gandhinagar I &II. As informed to us, the given by the Company is in conformity with company has a policy of charging the AS-6 and AS-10. depreciation on the assets from the date such Further, the Management of the company assets are put to use. During the financial considering MYT order No. 1061 has decided year, 2013-14 and 2014-15, the company to amortize Gandhinagar Plants I & II by 2015­ reclassified/ regrouped the certain fixed 16 and therefore charged additional assets into capital spares, assuming that the depreciation which is also in conformity of said items are to be used in relation to an item AS-6 and AS-10. Now plant and Machinery of Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16 of a particular asset and the balance gross unit 1 & 2 is fully depreciated. block was retained in fixed assets. Based on There is no overstatement of depreciafion, th e informafion, explanafions and profit, depreciafion reserves and Fixed Assets documents made available to us for the as stated. purpose of audit, the said materials are of The treatment given by the Company has universal in nature, and most of the items are been accepted by all the Statutory Auditors in fill date lying at Gandhinagar TPS I & II in past. stores, awaifing their use in the producfion process. In view of the accounfing policy adopted by the company read with relevant provisions of Accounfing Standard 6 "Depreciafion Accounfing" read with Accounfing Standard 10 "Accounfing for Fixed Assets" read with Accounfing Standard 2 "Valuafion of Inventories" issued by The Institute of Chartered Accountants of India, such materials awaifing their use in producfion process are not capable of capitalization to fixed assets. Further, as per Accounfing Standard 2, 'inventory also encompass finished goods produced, or work in progress being produced by the enterprise and include materials, maintenance supplies, consumables and loose tools awaifing use in the producfion process'. Based on various correspondences made available to us, it was observed that the materials are of universal nature and can be ufilized at any type and capacity of the units, with or without minor modificafions and therefore do not reflect the nature of capital spares as referred rather are capable of being idenfified as "Machinery Spares" capable of being accounted as per AS 2 "Accounfing for Inventories" read with AS 10 "Accounfing for Fixed Assets". Due to this the company has overcharged the amount of depreciafion on fixed assets/capital spares in the books of accounts to the tune of Rs. 5917.17 Lakh during the current financial year, thereby the profits before tax of the company for current

{50) Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

financial year are understated to the extent of Rs. 5917.17 Lakh, depreciafion reserve is overstated to the tune of Rs. 5917.17 Lakh and net block of fixed assets are understated by Rs. 5917.17 Lakh. The Gross block of fixed assets of the company are overstated to the tune of Rs. 22815.00 Lakh and current assets being inventories are being understated by Rs. 22815.00 Lakh.

VI As stated in note no. IX(b) of Note no. 1 Inventories are valued in the e-Urja system Significant accounting policies, the company which is taking considerafion of opening has the policy of valuafion of inventory of balance and purchases made during the Stores and Spares at lower of weighted period. The Weighted average is calculated average cost inclusive of freight and other considering the stock in Main stores and allocable overheads or net realizable value. stock in sub-stores, which is proper and as per The valuafion of inventory of stores and the policy followed by the Company. The spares is adopted as per inventory-software Auditor has considered the value taken in E-urja, which is not as per the policy adopted Main stores only. by the company and the difference is The accounfing entries were passed to debited/credited to revenue account at the reconcile the balance of books with that of e- respecfive TPS with corresponding Urja system. debit/credit to inventory account to Further, GSECL has requested GM(IT)-GUVNL reconcile the inventory balance of financial for necessary correction /modificafion in E- accounts with E-urja. Pending details w.r.t. Urja system. the valuafion by E-Urja, the consequenfial adjustments in financial books could not be made. In view of the same, we are unable to comment on the consequenfial impact on the profit/loss of the Company.

VII Written down value of old capital spares is The original plants were installed by awarding not charged to revenue in the year in which of EPC contract and broad Billing Break-up is such capital spares are replaced since available of major instruments like Boiler, inception of the company, as required to be Turbine and Generator etc. To avoid shut complied under AS 10. Since, the WDV of old down, capital spares are required to be capital spares could not be ascertained as the maintained and replaced as and when accounfing of capital spares is done in lots at required. Depreciafion on plant & machinery year end and not as per issue of individual is charged as per the applicable rates, capital spares/date-wise, and also for want of whereas depreciafion on capital spares is details as records of WDV of old Capital charged over useful life of the Plant & Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

Spares are not maintained. The Machinery. Therefore Plant and machinery consequential impact of capital spares, if any, as well as capital spares are depreciated on could not be ascertained. regular basis as specified under AS-6 read with AS-10. At the time of replacement of capital spares, original cost for the whole equipment may be available but the cost of damaged spares parts cannot be determined because the same were purchased along with group of machineries. As such, depreciation charged up to the date of replacement is also not ascertainable. The replaced spares has not utility. Therefore market value is not available. Nominal value or zero value is considered for these specified spares. The Company is charging depreciation upto 90% of its original cost in case of machinery / equipment during its useful life. In case of capital spares, depreciation at the rate of 100% is charged over useful life of the equipment / machinery. This practice is commonly adopted by all the Companies engaged in generation of power. Therefore, the company has also adopted the same since beginning.

VIII As stated in Note No. 44, the company has While determining the tariff, receipt from not created "Fly ash utilization Reserve Fund" sale of Fly Ash is deducted from approved in terms of the provisions of gazette Fixed Cost by Hon'ble GERC and the same is notification dated 3rd November 2009 issued already passed to consumer and hence this by Ministry of Environment and Forests, income NIL. There is no income available with Government of India, as per which the company from sale of fly ash in reality. amount collected from sale of fly ash and fly Company is maintaining a separate Account ash based products, should be kept in a and deposits the amount received from sale separate account head and shall be utilized of fly ash and fly ash based products and only for the development of infrastructure or utilizing the same regularly for O&M for the facilities, promotion and facilitation activities Fly ash utilisation & development of for use of fly ash until 100% fly ash utilization infrastructure facilities. Further, the level is achieved. The company has not Company has achieved 100% utilization of fly maintained separate account head for the ash at Gandhinagar, Sikka and KLTPS. So no amount collected from sale of fly ash, fly ash separate account is maintained at this Power based products and the expenses are Station as per notification. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

incurred from the common pool, on account Fly ash utilisation at Wanakbori and Ukai is of GERC MYT Regulations 2011, as per which about 80% during the F.Y.2015-16. fly as income is deducted from admissible fixed costs. During the year 2015-16, the During the year, the Company has spent Rs. company has received an amount of Rs. 6540.63 lakhs for development of 5814.67 Lakh from sale of fly ash and fly ash infrastructure facilities for promotion of fly based products and incurred employee ash disposal as against the amount of Rs. benefit expenses in relation to sale of fly ash 5814.67 received from the sale of Ash. of Rs. 1198.07 Lakh, other expenses of Rs. 1347.07 Lakh and capital work in progress of Rs. 3269.53 Lakh. Consequentially, revenue from operations being sale of fly ash is overstated by Rs. 5814.67 Lakh, employee benefit expenses are overstated by Rs. 1198.07 Lakh, other expenses is overstated by Rs. 1347.07 Lakh and capital work in progress is overstated by Rs. 3269.53 Lakh.

IX The company has accounted the interest on The company has considered the payment delayed payments and the amount of rebate/ made by GUVNL to GSECL and also the discount given on the basis of debit/credit payment made by GUVNL on behalf of GSECL /journal entry received from holding viz Interest etc which is also considered as company M/s Gujarat UrjaVikas Nigam direct payment for calculation of Rebate and Limited. The methodology followed for DPC. GSECL supply power to GUVNL and calculation of interest on delayed payments GUVNL is liable to pay to GSECL only towards and for rebate/discount is not as per the sale of power so any payment made by guidelines/norms of the Power Purchase GUVNL should be considered as direct Agreement (PPA) and Gujarat Electricity payment towards sale of power. Regulatory Commission (GERC) norms i.e. indirect payments is considered instead of Further to inform that indirect payment or only direct payment to be considered while adjustment are also considered as payment calculating discount/rebate. Due to this, made as established in various case laws viz there will be difference in calculation of Commissioner of Income Tax V/s Sainee rebate/discount & interest on delayed Medical Store (277 ITR 420 (P&H), payments. For want of exact details/ Commissioner of Income Tax V/s Shree information, the financial impact of the Krishna Promoters & Builders (16 rebate/discount could not be ascertained. taxmann.com 138(Kar) etc. The Company is Also, the financial impact of amount of also subject to transfer pricing audit u/s 92 E delayed payments to be received from M/s of the Income tax act 1961. The auditor has Gujarat UrjaVikas Nigam Limited could not be consider this as in order. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16 ascertained (Refer note no. 43 of notes PPA with GUVNL is also amended which now forming part of the financial statements). includes any payment direct or indirect payment shold be considered for DPC and Rebate.

For and on behalf of the Board

Date: 17-Nov-2016 Sujit Gulafi, IAS Place: Gandhinagar Chairman Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

The Explanation of the Board of Directors of Subsidiary Company Utiar Gujarat Vij Company Ltd. (UGVCL) to each qualification of their Statutory Auditors in their Audit Report for the F.Y. 2015-16 is reproduced hereunder.

UTTAR GUJARAT VIJ COMPANY LIMITED

Board's explanation on qualification made by the Statutory Auditors in their Audit Report for the FY 2015-16, pursuant to Section 134(3)(f) of the Companies Act, 2013: Qualification Board's Reply Interest on Income Tax Refund UGVCL has received the Income Tax refund amounting to ' amounting to ' 2,54,82,632 as 33,14,71,591 for the AY 2011-12 after adjusting demand for reflected in Income Tax Records, the A.Y. 2007-08, 2008-09 & 2010-11 on 14-Nov-2014. In the have not been accounted as income intimation for adjustment of refund u/s 245 of the Income of the Company. The profit of the Tax Act, 1961 for A.Y. 2011-12, the interest amount on refund Company is understated to that of Income Tax was not mentioned. To get the details of extent. amount of Interest on Income Tax refund, the Income Tax Department as well as the Tax Consultants of the Company were requested frequently. However, the same were not made available. Finally, on 01-Sep-16, the Letter was sent to ITO Ward 2(1)(1), Baroda through the Tax Consultants of the Company. The Deputy Commissioner of Income Tax, Circle 2(1)(1), Baroda vide Letter No. BRD/DCIT/Cir.2(1)(1)/Uttar Guj/Refund/2016-17 dated 16-Sep-2016 provided the amount of Interest. The said Letter mentioned the amount of Interest on Refund ' 2,89,41,396. The same amount is not matching with the amount of Interest on refund shown in the Form 26AS. So again, the Tax Consultants have been requested vide e-mails and personal visits to provide the details. But, the same is still not available. However, the Company has passed and incorporated necessary entry in the books of account for the Financial Year 2016-17.

For and on behalf of the Board

Date: 15-Nov-2016 V. N. Maira, IAS (Retd.) Place: Ahmedabad Chairman Gujarat Urja Vikas Nigam Limited g u ^N l 12th Annual Report 2015-16

ANNEXURE-4 SANDIP K SHUKLA M.COM., LL.B., FCS, AICWA, CAIIB, ACIS (UK), IPR - Geneva PRACTISING COMPANY SECRETARIES 2 nd Floor, City Complex, Opp: Golden Silver Apartment, Subhanpura, Vadodara-390023 Email: [email protected] [email protected] (M) 9825087084 (O) 6535803 ® 2397682

FORM NO. MR - 3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2016

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

To, The Members, Gujarat Urja Vikas Nigam Limited, Sardar Patel Vidyut Bhavan, Race Course, Vadodara - 390007.

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Gujarat Urja Vikas Nigam Limited (CIN U40109GJ2004SGC045195) (hereafter 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 my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of the Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2016 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 : I have examined the books, papers, minutes books, forms and returns filed and other records maintained by the Company having its registered office at Sardar Patel Vidyut Bhavan, Race Course, Vadodara - 390 007 for the financial year ended on 31st March, 2016 according to the provisions of:

(i) The Companies Act, 2013 ("the Act") and the Rules made thereunder; Gujarat Urja Vikas Nigam Limited g u ^N l 12th Annual Report 2015-16

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made there under; - NOT APPLICABLE

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; - NOT APPLICABLE

(iv) Foreign Exchange Management Act, 1999 and the applicable rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; - NOT APPLICABLE

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act). NOT APPLICABLE - The Company being an unlisted Company.

(vi) The other following laws to the extent specifically applicable to the Company: (1) Electricity Act, 2003 (2) Gujarat Electricity Industry (Re-organisation and Regulation) Act, 2003

I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India : (Effective from 1st July, 2015)

(ii) The Listing Agreement NOT APPLICABLE - The Company being an unlisted Company.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc mentioned above. For short spending of amount on Corporate Social Responsibility activities as per Section 135 of the Act, the Company has ensured to specify the reasons for short spending the amount in its Board Report pursuant to the provisions of Section 135 of the Act and the Companies ( Corporate Social Responsibility Policy) Rules, 2014.

I further report that

(I) The Company is a holding Company of six subsidiary companies. The company is a Government Company under the provisions of the Act.

(ii) 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 period under review were carried out in compliance with the provisions of the Act and as per the directives issued by the Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

Government of Gujarat from time to time.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and 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.

There were no dissenting views on any matter.

I 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.

I further report that during the audit period, specific events/ actions having a major bearing on the Company's affairs are as under:

1. The Company has increased its Authorized Capital from Rs.10,000 Crores to Rs.20,000 Crores by passing Ordinary Resolution at the Extra Ordinary General Meeting of the members held on 05.10.2015. 2. The Company has adopted new set of regulations in the Articles of Association in substitution of the existing set of regulations in the Articles with the consent of members by passing Special Resolution at the Annual General Meeting held on 29-12-2015. 3. The Company has allotted 2333305200 Equity Shares of Rs.10/- each for cash, at par on rights basis u/s 62 of the Companies Act, 2013.

Place: Vadodara SANDIP K SHUKLA Date: 21.10.2016 COMPANY SECRETARIES FCS No: 2386 C.P No: 3335

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. Gujarat Urja Vikas Nigam Limited g u ^N l 12th Annual Report 2015-16

Annexure

To, The Members, Gujarat Urja Vikas Nigam Limited, Sardar Patel Vidyut Bhavan, Race Course, Vadodara - 390007.

Our Secretarial Audit Report (F Y 2015-16) of even date is to be read along with this letter.

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

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

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

4. Wherever required, we have obtained the management's 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.

Place: Vadodara SANDIP K SHUKLA Date: 21.10.2016 COMPANY SECRETARIES FCS No: 2386 C.P No: 3335 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION 143(6)(b) OF THE COMPANIES ACT, 2013 ON THE FINANCIAL STATEMENTS OF GUJARAT URJA VIKAS NIGAM LIMITED FOR THE YEAR ENDED 31 MARCH 2016

The preparation of financial statements of Gujarat Urja Vikas Nigam Limited for the year ended 31 March 2016 in accordance with the financial reporting framework prescribed under the Companies Act, 2013 (Act) is the responsibility of the Management of the Company. The Statutory Auditors appointed by the Comptroller and Auditor General of India under Section 139(5) of the Act are responsible for expressing opinion on the financial statements under Section 143 of the Act based on independent audit in accordance with the Standards on Auditing prescribed under Section 143(10) of the Act. This is stated to have been done by them vide their Audit Report dated 26 August 2016.

I, on behalf of the Comptroller and Auditor General of India, have conducted a supplementary audit under Section 143(6)(a) of the Act of the financial statements of Gujarat Urja Vikas Nigam Limited for the year ended 31 March 2016. This supplementary audit has been carried out independently without access to the working papers of the Statutory Auditors and is limited primarily to inquiries of the Statutory Auditors and Conpany personnel and a selective examination of some of the accounting records. On the basis of my audit nothing significant has come to my knowledge which would give rise to any comment upon or supplement to Statutory Auditors' Repoet.

For and on behalf of the Comptroller and Auditor General of India

sd/-

(D.P. Yadav) Accountant General (E&RSA), Gujarat

Place : Ahmedabad Date : 30-11-16 Gujarat Urja Vikas Nigam Limited g u ^N l 12th Annual Report 2015-16

COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION 143(6)(b) READ WITH SECTION 129(4) OF THE COMPANIES ACT, 2013 ON THE CONSOLIDATED FINANCIAL STATEMENTS OF GUJARAT URJA VIKAS NIGAM LIMITED FOR THE YEAR ENDED 31 MARCH 2016

The preparation of consolidated financial statements of Gujarat Urja Vikas Nigam Limited for the year ended 31 March 2016 in accordance with the financial reporting framework prescribed under the Companies Act, 2013 (Act) is the responsibility of the Management of the Company. The Statutory Auditors appointed by the Comptroller and Auditor General of India under Section 139(5) read with section 129(4) of the Act are responsible for expressing opinion on the financial statements under Section 143 read with Section 129(4) of the Act based on independent audit in accordance with the Standards on Auditing prescribed under Section 143(10) of the Act. This is stated to have been done by them vide their Audit Report dated 29 September 2016.

I, on behalf of the Comptroller and Auditor General of India, have conducted a supplementary audit under Section 143(6)(a) read with Section 129(4) of the Act of the consolidated financial statements of Gujarat Urja Vikas Nigam Limited for the year ended 31 March 2016. We conducted a supplementary audit of the financial statements of Gujarat State Electricity Corporation Limited, Gujarat Energy Transmission Corporation Limited, Uttar Gujarat Vij Company Limited, Madhya Gujarat Vij Company Limited, Dakshin Gujarat Vij Company Limited and Paschim Gujarat Vij Company Limited but did not conduct supplementary audit of the financial statements of associate company Gujarat Industries Power Company Limited for the year ended on that date. This supplementary audit has been carried out independently without access to the working papers of the Statutory Auditors and is limited primarily to inquiries of the Statutory Auditors and Company personnel and a selective examination of some of the accounting records.

On the basis of my audit nothing significant has come to my knowledge which would give rise to any comment upon or supplement to Statutory Auditor's Report.

For and on behalf of the Comptroller and Auditor General of India

sd/- (D.P. Yadav) Accountant General (E&RSA), Gujarat

Place : Ahmedabad Date : 30-11-16 Gujarat Urja Vikas Nigam Limited g u ^N l 12th Annual Report 2015-16

For Mukund & Rohit Chartered Accountants Registration No. 113375W

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF GUJARAT URJA VIKAS NIGAM LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying financial statements of Gujarat Urja Vikas Nigam Limited('the Company'), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounfing policies and other explanatory informafion.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Secfion 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparafion of these financial statements that give a true and fair view of the financial posifion, financial performance and cash flows of the Company in accordance with the accounfing principles generally accepted in India, including the Accounfing Standards specified under Secfion 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounfing records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for prevenfing and detecfing frauds and other irregularifies; selecfion and applicafion of appropriate accounfing policies; making judgments and esfimates that are reasonable and prudent; and design, implementafion and maintenance of adequate internal financial controls, that were operafing effectively for ensuring the accuracy and completeness of the accounfing records, relevant to the preparafion and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounfing and audifing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Audifing specified under Secfion Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparafion of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporfing and operating effecfiveness of such controls. An audit also includes evaluating the appropriateness of the accounfing policies used and the reasonableness of the accounfing esfimates made by the Company's Directors, as well as evaluafing the overall presentafion of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion In our opinion and to the best of our information and according to the explanafions given to us, the aforesaid standalone financial statements give the informafion required by the Act in the manner so required and give a true and fair view in conformity with the accounfing principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-secfion(11) of secfion 143 of the Companies Act, 2013, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Secfion 143 (3) of the Act, we report that: a) We have sought and obtained all the informafion and explanafions which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examinafion of those books.

c) The reports on the accounts of the branch offices of the Company audited under Secfion 143 (8) of the Act is not attached since the Company has no branches and the point is not Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

applicable to the Company for the year under the review.

d) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

e) In our opinion, the aforesaid standalone financial statements comply with the Accounfing Standards specified under Secfion 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

f) The Company being a Government Company, in view of the Nofificafion No. GSR 829(E) dated 21st October, 2003 issued by the Government of India, the provisions of secfion 164(2) of the Companies Act, 2013 are not applicable to the Company.

g) With respect to the adequacy of the internal financial controls over financial reporfing of the Company and the operafing effecfiveness of such controls, refer to our separate report in "Annexure B";

h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our informafion and according to the explanafions given to us:

i) The Company has disclosed the impact of pending lifigafions on its financial posifion in its financial statement - Refer Note 28 to the financial statements.

ii) The Company did not have any long-term contracts including derivafive contracts for which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investor Educafion and Protecfion Fund by the Company.

3. As required by C&AG of India through direcfions / sub-direcfions issued under Secfion 143(5) of the Companies Act, 2013, we give our report in the attached "Annexure C"

For Mukund & Rohit Chartered Accountants Registration No. 113375W

Vinay Sehgal Place: Gandhinagar Partner Date:26.08.2016 Membership No. 109802 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

Annexure A to the Independent Auditors' Report

The Annexure referred to in our report to the members of Gujarat Urja Vikas Nigam Limited for the year ended March 31, 2016, we report that: I. (a) The Company has compiled the fixed assets register in respect of Assets purchased / constructed as well as assets of erstwhile GEB transferred to the Company under the Notificafion dated 03/10/2006 issued by the Government of Gujarat showing parficulars including quanfitafive details, except that certain details such as locafion, idenfificafion no. etc. of Fixed Assets are in the process of being updated.

(b) As informed, the fixed assets have been physically verified by the management during the year. According to the informafion & explanafion given to us, no material discrepancy was noticed on such verificafion.

(c) The title deeds of immovable properfies reflected in financial statement are held in the name of the Company.

II. The Company does not hold any inventory of goods. Accordingly sub-clauses (a), (b) & (c) of clause (ii) are not applicable.

III. In our opinion and according to the informafion & explanafions given to us, the Company has not granted loans, secured or unsecured to Companies, firms, LLP or other parfies covered in register ma ntained under secfion 189 of the Companies Act 2013, and therefore, the provisions of clauses (iii) (a) & (iii)(b) of the Order are not applicable to the Company.

IV. In our opinion and according to the informafion and explanafions given to us, in respect of loans, investments, guarantees, and security, provisions of secfion 185 and 186 of the Companies Act, 2013 have been complied with.

V. Based on our scrufiny of Company's record and according to the informafion and explanafion provided by the management, in our opinion, the Company has not accepted any loans or deposits, which are "Deposits" within the meaning of Rule 2(b) of the Companies (Acceptance of Deposit's) Rules, 2014.

VI. The Central Government has prescribed the maintenance of Cost Records under Secfion 148(1) of th Companies Act, 2013. The Company has appointed a firm of Cost Accountants for the preparation of Cost Records. We have broadly reviewed the cost records and are of the opinion that, prima facie, the prescribed records have been made and maintained.

VII.(a) The Company is regular in deposifing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income -Tax, Service tax, Cess and any other statutory dues to the appropriate authorifies and no statutory dues were outstanding, as at 31st March, 2016 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues of Income Tax or Sales Tax or Wealth Tax or Service Tax or duty of customs or value added tax or cess, which have not been deposited on account of any dispute except as under:

Sr. Nature of Nature of Amount Period Forum where No. the Statute the Dispute (in ' ) dispute is Pending 1 Bombay Stamp Duty on 11,08,00,000 Demand Pertaining Chief Controller of Stamp Act Mortgage Deed to erstwhile GEB Revenue Authority, Gandhinagar 2 Income Tax Penalty U/s 271 65,72,000 AY 2007-08 Appeal effect pending Act, 1961 (1)(C) with A.O. for CIT(A)'s Order 3 Income Tax Recomputed MAT 8,77,68,800 AY 2010-11 Rectification of Appeal 234B & 234C effect pending with A.O. forCIT(A)'s Order 4 Income Tax Recomputed MAT 24,21,48,160 AY 2011-12 Appeal effect pending Act, 1961 and Interest u/s with A.O. for 234B & 234C CIT(A)'s Order 5 Income Tax Recomputed MAT 79,88,41,310 AY 2012-13 Appeal effect pending Act, 1961 and Interest u/s with A.O. for 234B & 234C CIT(A)'s Order

VIII. Based on our audit procedures and as per the information and explanations given by the management, the Company has not defaulted in repayment of loans or borrowing to a Financial Institution, Bank, Government or dues to debenture holders.

IX. Based on our audit procedures and as per the information and explanations given by the management, Company has not raised money by initial public offer or further public offer (including debt instruments) and term loans during the period covered by our audit report.

X. Based on the audit procedure performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

XI. Based on the our scrutiny of Company's record and according to the information and explanation provided by the management, in our opinion, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act. Gujarat Urja Vikas Nigam Limited g u ^N l 12th Annual Report 2015-16

XII. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of Companies (Auditor's Report) Order, 2016 are not applicable.

XIII. All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements, as required by the applicable accounting standards at Note 28 F of financial statements.

XIV. Based on our examination of records and information provided to us by management, we report that the Company has made preferential allotment of shares during the year under review and the requirement of section 42 of the Companies Act, 2013 have been complied with and the amount raised have been used for the purposes for which the funds were raised.

XV. Based on our examination of records and information provided to us by management, the Company has not entered into any non-cash transactions with directors or persons connected with him.

XVI. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Therefore, the provisions of clause 3(xvi) of Companies (Auditor's Report) Order, 2016 are not applicable.

For Mukund & Rohit Chartered Accountants Registration No. 113375W

Vinay Sehgal Place: Gandhinagar Partner Date: 26.08.2016 Membership No. 109802 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

Annexure - B to the Independent Auditors' Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") We have audited the Internal Financial Controls over financial reporting of standalone Gujarat UrjaVikas Nigam Limited("the Company") as of 31st March 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its asset , the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of intern al financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the asses ed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

Meaning of Internal Financial Controls over Financial Reporting A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that 1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Mukund & Rohit Chartered Accountants Registration No. 113375W

Vinay Sehgal Place: Gandhinagar Partner Date: 26.08.2016 Membership No. 109802 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

Annexure C to the Independent Auditors' Report

The Annexure referred to in our report to the members of Gujarat Urja Vikas Nigam Limited for the year ended March 31, 2016:

Sr. No. Directions/Sub Directions Response / Remedial Measures A. Directions

1. Whether the Company has clear title / The title deeds of immovable properties lease deeds for freehold and lease hold reflected in financial statement are held in respectively? If not please state the the name of the Company area of freehold and leasehold and for which title / lease deeds are not available?

2. Whether there are any cases of waiver / There are no such cases reported during FY written off of debts / loans/ interest 2015-16. etc. If, yes, the reasons there for and the amount involved.

3. W h e t h e r p ro p e r re co rd s a re Not Applicable maintained for inventories lying with third parties & assets received as gift / grant(s) from the Government or other authorities.

For Mukund & Rohit Chartered Accountants Registration No. 113375W

Vinay Sehgal Place: Gandhinagar Partner Date: 26.08.2016 Membership No. 109802 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

BALANCE SHEET AS AT 31st MARCH, 2016 ______(' IN LAKHS) Sr. No PARTICULARS NOTE No AS AT 31st MARCH, AS AT 31st MARCH, 2016 2015 I EQUITY AND LIABILITIES 1 Shareholder's Funds a Share Capital 2 1,075,470.65 8,42,140.13 b Reserves and Surplus 3 226.35 -9,997.77 1,075,697.00 8,32,142.36 2 Share Application Money Pending Allotment 4 116,463.87 50,894.43

3 Non Current Liabilities a Long Term Borrowings 5 18,363.02 23,167.25 b Other Long Term Liabilities 6 711.19 667.73 c Long Term Provisions 7 39,832.01 42,200.33 58,906.22 66,035.31 4 Current Liabilities a Short Term Borrowings 8 167,077.76 289,970.34 b Trade Payables 9 493,267.43 289,476.99 c Other Current Liabilities 10 309,435.10 234,851.00 d Short Term Provisions 11 28,045.44 26,137.37 997,825.73 840,435.70 TOTAL 2.248.892.82 1,789,507.80 II ASSETS 1 Non Current Assets a Fixed Assets 12 (i) Tangible Assets 1,994.27 2,099.88 (ii) Intangible Assets 232.95 233.33 b Non-Curent Investments 13 1,393,728.09 1,051,218.20 c Long Term Loans and Advances 14 186.85 228.65 d Other Non Current Assets 15 487.62 479.06 1,396,629.78 1,054,259.12 2 Current Assets a Trade Receivables 16 1,323.23 3,006.57 b Cash and Bank Balances 17 45.41 43.65 c Short Term Loans and Advances 18 17,960.65 12,957.59 d Other Current Assets 19 832,933.75 719,240.87 852,263.04 735,248.68 TOTAL 2,248,892.82 1,789,507.80 Notes to Financial Statements 28 Significant Accounting Policies 1 The accompanying Note Nos. 1 to 28 are an integral part of the Financial Statements. As per our report of even date attached For and on behalf of the Board of Directors Gujarat Urja Vikas Nigam Ltd." For Mukund & Rohit Chartered Accountants SUJIT GULATI, IAS CA. S.B. KHYALIA Firm Registration No. 113375W Chairman Director (Finance) DIN:00177274 DIN:02470485

VINAY SEHGAL CA. M. B. PARIKH PARTHIV BHATT Partner Executtve Director (F&A) & CFO Company Secretary Membership No. 109802 Place : Gandhinagar Place : Gandhinagar Date : 26.08.2016 Date : 26.08.2016 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH 2016 ______(' IN LAKHS) Sr. PARTICULARS NOTE No. FOR THE YEAR ENDED FOR THE YEAR ENDED No. 31st MARCH, 2016 31st MARCH, 2015 I INCOME a Revenue from Operations 20 3,449,688.19 3,377,265.67 b Other Income 21 1,174.53 1,156.12 TOTAL 3,450,862.72 3,378,421.79 II EXPENSES a Purchase of Power 22 3,429,640.52 3,357,566.96 c Employees Benefits Expense 23 2,481.61 2,307.04 d Finance Costs 24 3,037.71 3,463.63 e Depreciation 171.27 168.74 f Other Expenses 25 2,319.86 4,729.47 TOTAL 3,437,650.97 3,368,235.84 iii Profit Before Prior Period, Exceptional Items and Tax 13,211.75 10,185.95 Net Prior Period Income / Expenses (-) 26 6.37 -0.49 IV Profit Before Exceptional Items and Tax 13,218.12 10,185.46 Exceptional Items - - V Profit Before Tax 13,218.12 10,185.46 VII Tax Expenses 27 a Current Tax 2,994.00 2,252.00 b Write Back of Previous Years Tax Provision - -37.43 VIII Profit for the year 10,224.12 7,970.89 IX Earning Per Share (in ') a Basic 0.11 0.11 b Diluted 0.11 0.11 Notes to Financial Statements 28 Significant Accounting Policies 1

The accompanying Note Nos. 1 to 28 are an integral part of the Financial Statements.

As per our report of even date attached For and on behalf of the Board of Directors Gujarat Urja Vikas Nigam Ltd." For Mukund & Rohit Chartered Accountants Firm Registration No. 113375W SUJIT GULATI, IAS CA. S.B. KHYALIA Chairman Director (Finance) DIN:00177274 DIN:02470485

VINAY SEHGAL CA. M. B. PARIKH PARTHIV BHATT Partner Executive Director (F&A) & CFO Company Secretary Membership No. 109802 Place : Gandhinagar Place : Gandhinagar Date : 26.08.2016 Date : 26.08.2016 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH , 2016 ______(' IN LAKHS)

Sr. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED No. 31st MARCH, 2016 31st MARCH, 2015 CASH FLOW FROM OPERATING ACTIVITIES NET PROFIT BEFORE PRIOR PERIOD, EXCEPTIONAL ITEMS & TAX 13,211.75 10,185.95 Adjustments For: Add / (Less) : Dividend Income (1,098.47) (1,073.11) Provision for Gratuity (1,271.41) (384.65) Provision for Leave Encashment 48.98 17.61 Depreciation 171.27 168.74 Interest and Financing Charges 3,037.70 3,463.63 Prior Period Income (Net of Expenses) 6.37 (0.49) Operating Profit Before Working Capital Changes 14,106.19 12,377.69 (Increase) /Decrease In Sundry Debtors 1,683.34 (628.98) (Increase) /Decrease In Loan & Advances (90,545.60) (88,650.61) Increase /(Decrease) In Provisions (2,231.81) (1,640.67) Increase /(Decrease) In Trade Payables and Other Liabilities 247,019.44 76,459.50 CASH GENERATED FROM OPERATIONS 170,031.55 (2,083.07) Less : Direct Tax Paid (2,234.21) (2,500.00) CASH FLOW FROM OPERATING ACTIVITIES BEFORE EXCEPTIONAL ITEMS 172,265.76 416.93 Less : Exceptional Items - - A. NET CASH FROM OPERATING ACTIVITIES 172,265.76 416.93 CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (Net) (69.11) (211.69) Dividend Income 1,098.47 1,073.11 Investment in Subsidiary Companies (342,509.89) (145,600.01) B. NET CASH FROM INVESTING ACTIVITIES (341,480.52) (144,738.59) CASH FLOW FROM FINANCING ACTIVITIES Share Application Money 65,569.44 50,894.43 Issue of Equity Share Capital 233,330.52 136,359.84 (Repayment) / Proceeds From Borrowings (126,645.74) (39,468.30) Interest & Financing Charges Paid (3,037.70) (3,463.63) C. NET CASH USED IN FINANCING ACTIVITIES 169,216.52 144,322.34 NET INCREASE IN CASH & CASH EQUIVALENTS (A+B+C) 1.76 0.68 CASH AND CASH EQUIVALENT AS AT 01.04.2015 (OP.BAL) 43.65 42.98 CASH AND CASH EQUIVALENT AS AT 31.03.2016 (CL.BAL) 45.41 43.65 CASH AND CASH EQUIVALENT AS AT 31.03.2016 AS AT 31.03.2015 Cash on hand 1.40 1.62 Balance with Scheduled Banks : In Current Accounts 0.73 1.76 In Fixed Deposit Accounts 43.28 40.27 45.41 43.65 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

Note: (I) The above Cash Flow has been prepared under the Indirect Method as set out in AS-3 : Cash Flow Statement. (ii) Cash and cash equivalents comprise of cash at bank and in hand and short term investments with maturity within 3 to 12 months." (iii) Cash flow from operating activities excludes non-cash transactions relating to transfer of Inter Company Balances amounting to '30347.49 lakhs as appearing in the books of subsidiary companies and Provision for Current Income Tax expenses of '2994.00 lakhs.

As per our report of even date attached For and on behalf of the Board of Directors Gujarat Urja Vikas Nigam Ltd." For Mukund & Rohit Chartered Accountants Firm Registration No. 113375W SUJIT GULATI, IAS CA. S.B. KHYALIA Chairman Director (Finance) DIN:00177274 DIN:02470485

VINAY SEHGAL CA. M. B. PARIKH PARTHIV BHATT Partner Executive Director (F&A) & CFO Company Secretary Membership No. 109802

Place : Gandhinagar Place : Gandhinagar Date : 26.08.2016 Date : 26.08.2016 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

SIGNIFICANT ACCOUNTING POLICIES FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2016

NOTE: 1 SIGNIFICANT ACCOUNTING POLICIES

INTRODUCTORY: Govt. of Gujarat restructured Gujarat Electricity Board ("GEB") effective 1st April 2005, as per various administrative and statutory actions to implement the Financial Restructuring Plan of GEB and split the business and activity thereof of Generation, Transmission and Distribution of electricity by demerger of the respective units and vested the same alongwith all its assets and liabilities (relating to the respective units) in various Companies, viz. Gujarat State Electricity Corporation Ltd., Gujarat Energy Transmission Corporation Ltd., Dakshin Gujarat Vij Company Ltd., Madhya Gujarat Vij Company Ltd., Paschim Gujarat Vij Company Ltd. and Uttar Gujarat Vij Company Ltd. on functional basis and the balance ( residual) assets were allocated to the Company. In terms of the Financial Restructuring Plan of GEB, Govt. of Gujarat notified the values of assets and liabilities as on 01.04.2005, vested in the said six subsidiary companies as well as the Company on 3rd October 2006. The Company is wholly owned by Government of Gujarat and is engaged in the business of purchase and sale of electricity (including bulk purchase and sale), hold shares in other companies, and acquire and hold residual assets and liabilities of erstwhile GEB.

1) BASIS OF ACCOUNTING: The Company prepares its Financial Statements under historical cost convention on accrual basis as a going concern, unless otherwise stated and the same comply with the generally accepted Accounting Principles (Indian GAAP) and the relevant Accounting Standards issued by the Institute of Chartered Accountants of India as prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

2) USE OF ESTIMATES: The presentation of financial statements requires certain estimates and assumptions. These estimates and assumptions affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual result and estimates are recognised in the period in which the results are known / materialized.

3) FIXED ASSETS: I. Fixed assets are stated at cost of acquisition or construction less accumulated depreciation. In case of Fixed Assets, for new projects/extensions, the related expenses and interest cost upto the date of commissioning attributable to such project/expansion are capitalized. ii. Expenses incurred during project implementation and on trial run are treated as incidental expenditure during construction and are accordingly capitalized. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16 iii. Intangible Assets are recognised if it is probable that the future economic benefits that are attributable to the assets will flow to the enterprise and the cost of the assets can be measured reliably. The intangible assets are stated at cost less accumulated amorfizafion and accumulated impairment losses, if any.

4) DEPRECIATION: I. Depreciation is provided on Straight Line Method at the rates specified by the Gujarat Electricity Regulatory Commission (GERC). II. Depreciation on addifion / delefion of assets during the year is provided on pro-rata basis from the date when the asset is put to use. 111 .Assets cosfing up to ' 5,000/- per item are depreciated fully in the year of capitalization. IV. Since Gujarat Electricity Regulatory Commission (Terms & Condifions of Tariff) Regulafions, 2011 is silent about the applicable rate of depreciafion for Computer Software, the Company provides depreciafion on Straight Line Method after considering an esfimated useful life of 6 years.

5) INVESTMENTS: Long term investments are stated at cost. Diminufion in value, if any, which is of a temporary nature, is not provided for.

6) PROVISIONS: Provisions involving substanfial degree of reliable esfimafion in measurement are recognized when there is a present obligafion as a result of past events and it is probable that there will be an outflow of resources to settle the obligafions. Provisions are not discounted to the present value and are determined based on the best esfimate required to settle the obligafion at the year-end date. These are reviewed at each year-end date and adjusted to reflect the best current esfimate.

7) CONTINGENT LIABILITIES & CONTINGENT ASSETS: Contingent liabilifies are disclosed in respect of which there are possible or present obligafions that arise from past events but their existence is confirmed on occurrence or non-occurrence of one or more uncertain future events and in respect of which there may not probably be any outflow of resources. Confingent Assets are neither recognised nor disclosed in the financial statements.

8) PROVISION FOR TAXES: i. Provision for taxafion is made at the current rate of tax on the basis of assessable profits computed in accordance with the provisions of the Income Tax Act, 1961. ii. Deferred Tax is recognized, subject to the considerafion of prudence, on fiming differences, being the differences between taxable income and accounfing income that originate in one period and are capable of reversal in one or more subsequent periods. The deferred tax asset is recognized and carried forward only to the extent that there is a reasonable certainty except for carried forward losses and unabsorbed depreciafion which is recognized on virtual certainty that the assets will be realized in future. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

9) EMPLOYEE COST & RETIREMENT BENEFITS: i. Defined Contribution Plan: The retirement benefits in the nature of employer's contribution towards Contributory Provident Fund, Employee Pension Scheme and Group Insurance Scheme (EDLI) etc. are paid / deposited with appropriate authorities during the year and charged to the Statement of Profit & Loss. ii. Defined Benefit Plan: Gratuity The Company has a defined gratuity plan. Every employee who has rendered continuous service of five years or more is entitled to get gratuity at 15 days salary (15/26 x last drawn basic salary plus dearness allowance) for each completed year of service subject to a maximum of '10 Lakhs on superannuation, resignation, termination, disablement or on death. The scheme is funded by the Company and is managed by a separate trust through Life Insurance Corporation of India (LIC). The year's liability estimated on the basis of actuarial valuation made by LIC is charged to the Statement of Profit & Loss. Leave Encashment Leave encashment benefit available on retirement is provided on the basis of actuarial valuation made by LIC and the year's liability is charged to the Statement of Profit & Loss.

10) BORROWING COST: Borrowing Costs directly attributed to the acquisition of fixed assets are capitalized as a part of the cost of asset upto the date the asset is put to use. Other Borrowing Costs are charged to the Statement of Profit & Loss in the year in which they are incurred.

11) SUBSIDY AND GRANTS: Subsidies from Govt. of Gujarat are accounted on accrual basis and the Grants from Govt. of Gujarat are accounted on receipt basis except otherwise stated.

12) IMPAIRMENT OF ASSETS: The impairment of assets i.e. "The cash generating unit" as defined in Accounting Standard-28 issued by the Institute of Chartered Accountants of India on "Impairment of Assets" are identified at the Balance Sheet date with respect to carrying amount of the asset vis-a-vis its estimated revenue generation during balance useful life of that asset and the loss, if any, is recognized in the Statement of Profit & Loss.

13) REVENUE RECOGNITION: a) Energy sales are accounted on the basis of billing on Bulk supply Tariff agreements entered into with Distribution Companies viz. Dakshin Gujarat Vij Co. Ltd., Madhya Gujarat Vij Co. Ltd., Paschim Gujarat Vij Co. Ltd. and Uttar Gujarat Vij Co. Ltd. and the contracts entered into with the Licensee viz. Kandla Port Trust and Traders. b) Surplus power, if any, is sold through bilateral transactions or by puffing bids in Power Exchange on day to day basis and the same is accounted on acceptance of bids. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16 c) Dividend Income is accounted on accrual basis in the year in which right to receive the dividend is established. d) Rebate for Prompt Payment towards purchase of power (net), Interest on UI Pool Account, Cash Discount and CDM Benefit from renewable energy are recognised on cash basis.

14) POWER PURCHASE: Purchase of Energy from GSECL is accounted on the basis of GERC Tariff order as applicable from time to time for the power stafions transferred under the Financial Restructuring Plan approved by Govt. of Gujarat and for the exisfing power stafions with GSECL prior to unbundling, as per the provisions of respecfive Power Purchase Agreements (PPAs).

Power purchased from IPPs is accounted (net of infirm power, wherever applicable) on the basis of Power Purchase Agreements entered into with the respecfive parfies.

Power purchased from Central Sector is accounted on the basis of tariff determined by Central Electricity Regulatory Commission (CERC) through various orders.

Surplus power of DISCOMs is purchased by the Company for trading.

Power purchased from Renewable Sources and Traders (Bilateral) is accounted on the basis of contracts entered into with the respecfive parfies.

Need based power is purchased by puffing bids in Power Exchange on day to day basis and the same is accounted on acceptance of bids.

The energy accounts in few cases are delayed for settlement due to complexity in transactions involved in power sector. The Company receives receivable / payable claims for past period due to delayed settlement. The Company accounts such claims in the year of receipt as per prevailing practice followed.

15) PENALTY: Penalty for delay in supply of materials is recovered as per the terms of purchase order at the fime of accounfing the purchases whereas refund of penalty is accounted when the order is fully executed by the supplier and the refund is approved by the competent authority. Liquidated Damages and Penalfies in relafion to Purchase of Power and complefion of projects are accounted on actual recovery.

16) ASSETS NOT IN USE: Material Items refired from acfive use and held for disposal are stated at lower of their net book value and net realizable value and shown separately in the financial statements. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2016

NOTE : 2 SHARE CAPITAL

SR. PARTICULARS ( ' IN LAKHS) NO. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 Authorised Share Capital 2,000,000.00 1,000,000.00 2000,00,00,000 (Previous Year 1000,00,00,000) Equity Shares of '10 each Issued 1,191,934.52 893,302.96 *1191,93,45,195 (Previous Year: 893,30,29,563) Equity Shares of '10 each Subscribed & Paid-Up Share Capital 1,075,470.65 842,140.13 *1075,47,06,495 (Previous Year: 842,14,01,295) Equity Shares of '10 each fully paid-up TOTAL 1,075,470.65 842,140.13

1 Reconciliation of No. of Equity Shares outstanding and Amount (') : ( ' IN LAKHS) SR. PARTICULARS AS AT 31st MARCH, 2016 AS AT 31st MARCH, 2015 NO Number of Shares Am ount Number of Shares Am ount i Opening Balance 8421401295 842,140.13 7057802895 705,780.29 ii Shares Issued 2333305200 233,330.52 1363598400 136,359.84 iii Shares Bought Back - - - - iv Closing Balance 10754706495 1,075,470.65 8421401295 842,140.13 2 Details of Shareholders holding more than 5% Shares SR. PARTICULARS AS AT 31st MARCH, 2016 AS AT 31st MARCH, 2015 NO Number of Shares % of Holding Number of Shares % of Holding Governor of Gujarat 10754706495 100.00 8421401295 100.00 3 The Company has only one class of equity shares having par value of '1 0 each and is entitled to one vote per share.

NOTE : 3 RESERVES AND SURPLUS SR. PARTICULARS ( ' IN LAKHS) No. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Capital Reserve (Capital Grant under FRP) I As per last Balance Sheet 25,000.00 25,000.00 ii Add: Addition during the year - - iii Less: Utilized / Transferred during the year - - SUB-TOTAL 25,000.00 25,000.00 2 Profit and Loss Account i As per last Balance Sheet -34,997.77 -42,968.66 ii Add / Less: Profit for the year 10,224.12 7,970.89 SUB-TOTAL -24,773.65 -34,997.77 TOTAL 226.35 -9,997.77 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

NOTE: 4 SHARE APPLICATION MONEY PENDING ALLOTMENT SR. PARTICULARS ( ' IN LAKHS) No. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Equity Share Application Money 116,463.87 50,894.43 TOTAL 116,463.87 50,894.43 1 The Company has alloted 1164638700 Equity Shares of '10 each to Governor of Gujarat, the existing Shareholder, for cash at par i.e. at '10/- per share, on rights basis on 18.04.2016. The Company received the Share Application Money from Govt. of Gujarat during the Months of February & March, 2016 and accordingly has complied with the provisions of the Companies Act, 2013 w.r.t. issue of Shares.

NOTE: 5 LONG TERM BORROWINGS

SR. PARTICULARS ( ' IN LAKHS) No. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 I UNSECURED LOANS A Bonds i 8% Series-X - 794.38 ii 8% Series-lX - 284.94 iii 8.95% Series-Vlll - 1,792.65 SUB-TOTAL - 2,871.98 B Loans and Advances from Related Party - Govt. of Gujarat i Loan for Power Purchase 10,150.00 10,500.00 ii Loan from Asian Development Bank (No.1803) 8,213.02 9,795.28 SUB-TOTAL 18,363.02 20,295.28 TOTAL 18,363.02 23,167.25

I Bonds are secured by way of guarantee of Govt. of Gujarat.

MATURITY PROFILE OF BONDS (Rs. in Lakhs' Sr. PARTICULARS FY 2016-17 FY 2017-18 FY 2018-19 FY 2019-20up No. to last instalment 1 8% Series-X (Yearly) 794.38 - - - 2 8% Series-lX (Yearly) 284.94 - - - 3 8.95% Series-Vlll (Yearly) 1,792.66 - - - 2,871.98 - - - MATURITY PROFILE OF SECURED & UNSECURED LOANS (Rs. in Lakhs' Sr. PARTICULARS FY 2016-17 FY 2017-18 FY 2018-19 FY 2019-20up No. to last instalment 1 UNSECURED LOANS Govt. of Gujarat a Loan for Power Purchase (10% p.a.— Repayment in Yearly instalment of '3,50,00,000/- for 30 years up to FY2046-47) 350.00 350.00 350.00 9,450.00 b ADB— 1803 (12.62% p.a.— Repayment in Yearly instalment up to FY 2023-24) 1,582.26 1,582.26 1,582.26 5,048.49 SUB-TOTAL 1.932.26 1,932.26 1,932.26 14,498.49 TOTAL 1,932.26 1,932.26 1,932.26 14,498.49

{80) Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

C The Company has not executed the transfer agreements in respect of following loans availed from Banks, Financial Institutions, etc though the loans are apportioned amongst all the Subsidiary Companies:

Sr. INSTITUTIONS ( ' IN LAKHS) No AS AT 31st MARCH, 2016 AS AT 31st MARCH, 2015 1 Bonds 28,212.83 49,372.46 2 GSFS 33,000.00 74,000.00 3 Govt. of Gujarat 34,671.94 39,343.78 TOTAL 95,884.77 162,716.24

NOTE: 6 OTHER LONG TERM LIABILITIES Sr. PARTICULARS ( ' IN LAKHS) No. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Trade Payables Amount owing to Licensees 85.29 85.29 2 Others I Staff Voluntary Retirement cum Death Benefit 625.90 582.44

NOTE: 7 LONG TERM PROVISIONS SR. PARTICULARS ( ' IN LAKHS) No. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Provisions for Employee Benefits Gratuity 38,922.16 41,369.58 ii Leave Encashment 909.85 830.75 TOTAL 39,832.01 42,200.33

NOTE: 8 SHORT TERM BORROWINGS

SR. PARTICULARS ( ' IN LAKHS) No. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Loans repayable on Demand Secured i Cash Credit from Banks (Net) 22,777.76 4,170.34 2 Other Loans and Advances Unsecured I Short Term Bill Discounting by IPPs from Banks 144,300.00 285,800.00 TOTAL 167,077.76 289,970.34 1 Cash Credit Limit is secured against hypothecation charge in favour of UCO Bank Consortium on the Stocks and Book Debts of the Company and its six Subsidiary Companies ranking pari-passu. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

NOTE: 9 TRADE PAYABLES

SR. PARTICULARS ( ' IN LAKHS) No. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Dues to Micro, Small & Medium Enterprises NIL NIL 2 Other than Micro, Small & Medium Enterprises (Liabilities related to Purchase of Power) 492,860.81 288,881.58 3 Others 406.62 595.41 TOTAL 493,267.43 289,476.99

Dues to SSIs and Interest on Delayed Payments: 1 Based on the details available with the Company regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprises Development Act, 2006" there are no dues to micro, small and medium enterprises as at 31st March 2016 on account of principal amount together with interest for delayed payment under the Act (Previous Year Nil). 2 The Company has not received any claim for interest from any suppliers under the "Interest on Delayed Payments to Small Scale and Ancillary Industrial Undertakings Act, 1993".

NOTE: 10 OTHER CURRENT LIABILITIES

SR. PARTICULARS ( ' IN LAKHS) No. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Current maturities of Long Term Debt: Unsecured: A Bonds 8% Series-X 794.38 595.79 iii 8% Series-lX 284.94 213.70 iv 8.95% Series-Vlll 1,792.66 1,344.50 v 11.75% Series-Vl Option- III - - vi 7.50% Series-Vl Option- III - - 2,871.98 2,153.99 B Govt. of Gujarat (Related Party) Loan for Power Purchase 350.00 ii Loan from Asian Development Bank (No.1803) 1,582.26 1,582.26 1,932.26 1,582.26 SUB-TOTAL 4,804.24 3,736.25 2 Interest Accrued But Not Due on Loans 1,973.22 1,606.10 3 Interest Accrued But Not Due on Bonds 177.52 310.32 4 Interest Accrued and Due on Loans from Banks 6.72 23.63 5 Other Payables I Liability related to O&M Supplies / Works 0.15 47.91 ii Liability related to Staff 12.60 19.33 iii Unclaimed amount relating to Bonds 405.04 372.20 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

SR. PARTICULARS ( ' IN LAKHS) No. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 iv Inter Company Payable 230,874.30 156,579.85 v Electricity Duty payable to State Govt. 1.25 1.25 vi Grants Un-allocated 76.94 451.88 vii Liability towards payment of TDS 94.08 54.00 viii Corpus Fund of Bal Urja Rakshak Dal 44.64 41.75 ix Deposit and Retention from Suppliers & Contractors 70,583.49 70,625.63 x Liability for Interest Received-— Outside Parties 11.11 10.58 xi Board of Trustees-—CPF 369.80 970.32 SUB-TOTAL 302,473.40 229,174.70 TOTAL 309,435.10 234,851.00

NOTE: 11 SHORT TERM PROVISIONS

SR. PARTICULARS ( ' IN LAKHS) No. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Provision for Employee Benefits i Gratuity 20,608.03 19,432.01 ii Leave Encashment 77.02 107.15 iii Others 200.49 198.10 SUB-TOTAL 20,885.54 19,737.26 2 Others i Provision for Income Tax--Past Years 5,213.58 5,213.58 ii Provision for Income Tax--MAT 1,944.41 1,184.62 iii Provision for Fringe Benefit Tax 1.91 1.91 SUB-TOTAL 7,159.90 6,400.11 TOTAL 28,045.44 26,137.37 9SHISSIIIIS leascieasiRisaMl NOTES FORMING PART OF BALANCE SHEET AS AT 31st MARCH , 2016

NOTE: 12 FIXED ASSETS Rs. in Lakh

ASSETS GROSS BLOCK DEPRECIATION N ET BLO CK A S AT 1st ADDITIONS DEDUCTIONS A S AT 31st A S AT 1st DEPRECIATION DEDUCTIONS A S AT 31st A S AT 31st A S AT 31st O APRIL, DURING DURING MARCH, APRIL, DURING /W RITE BACK MARCH, MARCH, MARCH, 2015 TH E YEA R TH E YEA R 2016 2015 TH E YEA R DURING THE YEAR 2016 2016 2015 Qj 1 2 3 4 5 6 7 8 9 10 M r+ TA N G IB LE A S S E T S 3" Qj BUILDING 4 5 8 .3 0 - - 458.30 66.22 15.31 - 81.53 376.76 392.08 > PLANT AND MACHINERY 699.09 1.78 0.13 700.74 357.20 34.35 - 391.55 309.19 341.89 LINES & CABLE NETWORK 15.57 - - 15.57 12.13 0.82 - 12.95 2.62 3.45 3 c Qj FURNITURE & FITTINGS 725.98 0.40 0.77 725.61 497.92 30.54 0.65 527.81 197.80 228.06 OJ_ COMPUTERS 1 3,5 19.06 17.21 24.62 13,5 11.65 12,589.58 62.00 22.81 12,628.77 882.88 929.47 < OFFICE EQUIPMENTS 206.47 1.32 0.06 207.73 72.07 13.09 0.03 85.13 122.60 134.40 3D 7 T VEHICLES 192.87 49.11 49.09 192.89 122.33 14.78 46.63 90.47 102.42 70.54 CD QJ SUB-TOTAL 15,817.34 69.81 74.67 15,812.49 13,717.45 170.89 70.12 13,818.21 1,994.27 2,099.88 ~ a CO INTANGIBLE ASSETS o SOFTWARE 4 ,6 3 1.87 - - 4 ,6 3 1.87 4 ,3 9 8.53 0.38 - 4 ,3 9 8.91 232.95 233.33 r+ OQ SUB-TOTAL 4,631.87 - - 4,631.87 4,398.53 0.38 - 4,398.91 232.95 233.33 NJ tu TOTAL 20,449.21 69.81 74.67 20,444.35 18,115.98 171.27 70.12 18,217.13 2,227.22 2,333.21 ° 3 PREVIOUS YEAR (2014-15) 20,213.30 248.76 12.85 20,449.21 17,958.81 168.74 11.56 18,115.99 2,333.21 2,254.48 un r- CAPITAL WORK IN PROGRESS - -

The Company upto FY 2013-14 has been charging depreciation on fixed assets at the rates specified in Schedule -X IV of the Companies Act, 1956. Since Schedule-ll cn -• permits adoption of different useful life, GUVNL being the Holding Company, and with a view to harmonize the provision for depreciation in its Consolidated Financial fD Statements, effective from 1st April, 2014 the Company has adopted the useful life / depreciation rates specified by Gujarat Electricity Regulatory Commission (Multi Q. Year Tariff) Regulations, 2011. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

NOTE: 13 NON CURRENT INVESTMENT

SR. PARTICULARS ( ' IN LAKHS) No. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 INVESTMENT IN EQUITY INSTRUMENTS 1 Investment in Subsidiary Companies Unquoted I 183,17,22,424 (Previous year 169,22,84,924) Equity Shares of ' 10/- each in Gujarat State Electricity Corporator Ltd., fully paid-up. 394,483.95 338,708.95 II 61,24,73,185 (Previous Year 55,39,42,315) Equity Shares of '10/- each in Gujarat Energy Transmission Corporation Ltd., fully paid-up. 270,315.65 218,211.65 III 31,51,13,590 (Previous Year 27,30,33,655) Equity Shares of '10/- each in Dakshin Gujarat Vij Company Ltd., fully paid-up. 84,797.48 52,144.68 IV 32,48,43,624 (Previous Year 26,74,94,372) Equity Shares of '10/-each in Madhya Gujarat Vij Company Ltd., fully paid-up. 96,236.73 59,268.42 V 295,75,87,871 (Previous Year 179,80,45,771) Equity Shares of '10/- each in Paschim Gujarat Vij Company Ltd., fully paid-up. 381,204.27 265,250.06 VI 39,20,01,030 (Previous Year 31,65,30,921) Equity Shares of '10/-each in Uttar Gujarat Vij Company Ltd., fully paid-up . 151,287.24 102,231.67 SUB-TOTAL 1,378,325.32 1,035,815.43 2 Investment in Associate Companies A Quoted I 3,83,84,397 (Previous Year 3,83,84,397) Equity Shares of ' 10/- each in Gujarat Industries Power Co.Ltd., fully paid-up. 9,092.36 9,092.36 3 Investment in Other Companies A Quoted I 1,13,50,000 (Previous Year 1,13,50,000) Equity Shares of '10/- each in Gujarat State Petronet Ltd.,fully paid-up. 1,135.00 1,135.00 B Un-quoted I 19,30,013 (Previous Year 19,30,013) Equity Shares of '100/- each in Gujarat Power Corporation Ltd., fully paid-up. 1,930.01 1,930.01 II 2,90,03,636 (Previous Year 2,90,03,636) Equity Shares of '10/ each in Gujarat State Energy Generation Ltd., fully paid-up. 2,990.40 2,990.40 III 50,000 (Previous Year 50,000) Equity Shares of '10/- each in GSPC Gas Co. Ltd., fully paid-up. 5.00 5.00 IV 25,00,000 (Previous Year 25,00,000) Equity Shares of '10/- each in Power Exchange of India Ltd., fully paid-up 250.00 250.00

(85) Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

SR. PARTICULARS ( ' IN LAKHS) No. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 SUB-TOTAL 5,175.41 5,175.41 TOTAL 1,393,728.09 1,051,218.20 Aggregate Cost of Quoted Investments 10,227.35 10,227.35 Aggregate Cost of Un-Quoted Investments 1,383,500.74 1,040,990.85 Aggregate Market Value of Quoted Investments 46,298.60 46,658.85

A Investment in Shares of Subsidiary Companies and Other Companies The Company has made following investments in shares of Subsidiary Companies and other Companies:

' IN LAKHS I SUBSIDIARY COMPANIES SHARE CAPITAL SHARE PREMIUM TOTAL 1 Gujarat State Electricity Corporation Ltd. 183,172.24 211,311.71 394,483.95 2 Gujarat Energy Transmission Corporation Ltd 61,247.32 209,068.32 270,315.64 3 Dakshin Gujarat Vij Company Ltd. 31,511.36 53,286.12 84,797.48 4 Madhya Gujarat Vij Company Ltd. 32,484.36 63,752.37 96,236.73 5 Paschim Gujarat Vij Company Ltd. 295,758.79 85,445.48 381,204.27 6 Uttar Gujarat Vij Company Ltd. 39,200.10 112,087.14 151,287.24 SUB-TOTAL 643,374.17 734,951.14 1,378,325.31 II ASSOCIATE COMPANIES: 1 Gujarat Industries Power Co.Ltd. 3,838.44 5,253.92 9,092.36 II OTHER COMPANIES: 1 Gujarat State Petronet Ltd. 1,135.00 - 1,135.00 2 Gujarat Power Corporation Ltd. 1,930.01 - 1,930.01 3 Gujarat State Energy Generation Ltd. 2,900.36 90.04 2,990.40 4 GSPC Gas Co. Ltd. 5.00 - 5.00 5 Power Exchange Of India Ltd. 250.00 - 250.00 SUB-TOTAL 6,220.37 90.04 6,310.41 III TOTAL INVESTMENTS: 653,432.98 740,295.10 1,393,728.08

B The Company has valued investment in equity capital of Power Exchange India Ltd. (PXIL) at cost. Being a long term investment and in view of improvement in total revenue, reduction in expenses and losses, improvement in market share, infusion of share capital by some of the existing shareholders, expected capital infusion by other existing shareholders & new investors, written commitment of the promoters extending full support and further strengthening and modernization of technology, the diminution in value of this investment is not considered permanent. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

NOTE: 14 LONG TERM LOANS AND ADVANCES

SR. PARTICULARS ( ' IN LAKHS) No. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 A Other Loans and Advances Secured, considered good 1 Loans to Staff 186.85 228.65 TOTAL 186.85 228.65 1 Loans to Staff are secured by way of hypothecation of House / Four-wheeler / Two-wheeler for which the loans have been given. NOTE: 15 OTHER NON CURRENT ASSETS SR. PARTICULARS ( ' IN LAKHS) No. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 A Long Term Trade Receivables Unsecured, Considered Good 1 Deposits with others 317.09 318.95 B Others Secured, Considered Good 1 Income Accrued But Not Due- Staff Advances 170.53 160.11 TOTAL 487.62 479.06

NOTE: 16 TRADE RECEIVABLES

SR. PARTICULARS ( ' IN LAKHS) No. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 Unsecured ,Considered Good 1 Debts outstanding for the period exceeding six months 2 Others 1,323.23 3,006.57 TOTAL 1,323.23 3,006.57

NOTE: 17 CASH AND BANK BALANCES

SR. PARTICULARS ( ' IN LAKHS) No. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Cash and Cash Equivalent i Balance with Banks - In Current Accounts 0.73 1.76 ii Cash on hand 1.40 1.62 2 Others I Fixed Deposit (Maturity within 3 to 12 months) 43.28 40.27 TOTAL 45.41 43.65 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

NOTE: 18 SHORT TERM LOANS AND ADVANCES

SR. PARTICULARS ( ' IN LAKHS) No. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Others a Secured, Considered Good i Loans to Staff 63.21 72.85 b Unsecured, Considered Good i Advances to Staff 3.76 2.24 ii Advances for O&M supplies and works 449.89 3.89 iii Advance to IPP against power purchase 10,000.00 - iv Other Receivables - 5.60 v Prepaid Expenses 1,597.37 7,063.19 2 Advance Tax, TDS and FBT 5,846.42 5,809.82 TOTAL 17,960.65 12,957.59 1 Loans to Staff are secured by way of hypothecation of House / Four-wheeler / Two-w heeler for which the loans have been given.

NOTE: 19 OTHER CURRENT ASSETS SR. PARTICULARS ( ' IN LAKHS) No. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Assets not in use 4.09 0.27 2 Gujarat Energy Training Institute 16.92 56.43 3 Inter Company Receivable 353,837.38 353,982.91 4 Subsidy Receivable from Government 466,363.46 358,737.15 5 Electricity Duty Recovered in Advance by Govt. of Gujarat 12,501.65 6,286.45 6 Income Accrued But Not Due on Advances 210.25 177.66 TOTAL 832,933.75 719,240.87

NOTE: 20 REVENUE FROM OPERATIONS

SR. PARTICULARS ( ' IN LAKHS) No. FOR THE YEAR FOR THE YEAR ENDED ENDED 31st MARCH, 2016 31st MA R CH , 2015 1 SALE OF POWER A Sale of Power to Subsidiaries : I Madhya Gujarat Vij Company Ltd (MGVCL) 456,579.66 419,743.71 ii Paschim Gujarat Vij Company Ltd (PGVCL) 1,064,001.34 1,003,282.40 iii Uttar Gujarat Vij Company Ltd (UGVCL) 792,752.42 725,023.42 iv Dakshin Gujarat Vij Company Ltd (DGVCL) 1,047,029.33 1,006,462.72 SUB-TOTAL 3,360,362.75 3,154,512.25 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

B Sale of Power to Others: Sale of Power through Power Exchanges & Bilateral Arrangements 50,996.93 191,337.08 SUB-TOTAL 50,996.93 191,337.08 Total Rev. from Sale of Power to Licensees, Subsidiaries and Others (A+B=1) 3,411,359.68 3,345,849.33 2 OTHER OPERATING REVENUE I Delayed Payment Charges from Consumers - 34.27 ii Rebate for Prompt Payment 34,539.63 30,945.19 iii Penalties received from Suppliers (Net of Refund) 189.31 70.61 iv Liquidated Damages 3,599.57 304.54 v CDM Benefit from Renewable Energy Sources - 61.73 Total Other Operating Revenue (2) 38,328.51 31,416.34 TOTAL (1+2) 3,449,688.19 3,377,265.67

NOTE: 21 OTHER INCOME

SR. PARTICULARS ( ' IN LAKHS) No. FOR THE YEAR FOR THE YEAR ENDED ENDED 31st MARCH, 2016 31st MARCH, 2015 1 INTEREST i Interest on Staff Loans and Advances 33.36 31.47 ii Interest on Other Loans and Advances 33.24 34.41 SUB-TOTAL 66.60 65.88 2 Dividend Income - From Associate 959.61 959.61 - From other Investments 138.86 113.50 3 Gain on Sale of Fixed Assets - 0.79 4 Miscellaneous Income 9.46 16.34 TOTAL 1,174.53 1,156.12

NOTE: 22 PURCHASE OF POWER

SR. PARTICULARS ( ' IN LAKHS) No. FOR THE YEAR FOR THE YEAR ENDED ENDED 31st MARCH, 2016 31st MARCH, 2015 A From Central Sector: 1 Nuclear Power Corporation of India Ltd. 78,402.34 87,416.96 2 NTPC Ltd. 503,612.41 513,519.90 3 Sardar Sarovar Narmada Nigam Ltd 6,848.33 9,326.78 SUB-TOTAL 588,863.08 610,263.64 B From IPPs: I Private Sector: 1 Essar Power Ltd. - 12,233.05 2 CLP India Pvt Ltd. 68,474.25 66,917.66 3 Essar (Vadinar) Ltd. 155,126.14 171,665.23 4 ACB India Ltd. 30,393.08 30,099.59 5 Adani Power Ltd. 384,210.18 358,276.85 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

SR. PARTICULARS ( ' IN LAKHS) No. FOR THE YEAR FOR THE YEAR ENDED ENDED 31st MARCH, 2016 31st MARCH, 2015 6 Coastal Gujarat Pvt. Ltd. 299,384.55 294,602.96 SUB-TOTAL 937,588.20 933,795.34 II State Sector: 1 Gujarat Industries Power Company Ltd. 98,183.30 96,000.15 2 Gujarat State Energy Generation Ltd. (Hazira) 21,586.12 30,351.94 3 Gujarat Mineral Development Corporation (GMDC) 25,461.84 22,834.43 4 Gujarat State Electricity Corporation Ltd. 770,384.15 806,488.12 5 GPPC Pipavav 64,536.67 32,327.73 SUB-TOTAL 980,152.08 988,002.37 C From Others: 1 Wind Farms 151,561.56 128,137.13 2 Purchase of Solar Power 183,053.31 194,306.18 3 Purchase of Power from Non- Renewable Sources 151,516.24 - 4 Purchase of Power from Renewable Sources 1,556.16 2,475.98 5 Captive Power Plants 123.54 668.19 6 Purchase of Power from DISCOMs 41,276.49 179,509.05 7 Purchase of REC - 2,250.87 SUB-TOTAL 529,087.30 507,347.40 D Wheeling / Transmission Charges: 1 Power Grid Corporation Ltd. 144,267.30 123,627.36 2 Gujarat Energy Transmission Corp. Ltd. 209,582.56 194,530.85 3 Others 40,100.00 - SUB-TOTAL 393,949.86 318,158.21 TOTAL 3,429,640.52 3,357,566.96

NOTE: 23 EMPLOYEES BENEFIT EXPENSE

SR. PARTICULARS ( ' IN LAKHS) No. FOR THE YEAR FOR THE YEAR ENDED ENDED 31st MARCH, 2016 31st MARCH, 2015 1 Salaries & Allowances 2,124.80 1,965.80 2 Leave Encashment 120.19 97.58 3 Contribution to PF & other Trusts - PF Trust 146.24 149.09 - Gratuity Trust 14.81 39.83 4 Staff Welfare 75.57 54.74 TOTAL 2,481.61 2,307.04 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

(a) Defined contribution to Provident Fund, Employees Pension Scheme and Employees Death Linked Insurance: ' IN LAKHS SR. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED NO AS AT 31st MARCH, 2016 AS AT 31st MARCH, 2015 1 EDLI Admn. Charges 0.02 0.02 2 Company's Contribution to Provident Fund 146.24 149.09 3 CPF Inspection & Audit Charges 2.95 2.85 4 Pension Contribution for Company's Employees on deputation 22.01 21.44 5 Company's Contribution to Pension Fund 34.76 26.34 TOTAL 205.98 199.74

(b) Defined contribution towards retirement benefits (Disclosure under AS-15): The following table sets out the status of the Gratuity and Leave Encashment Scheme Plans:

' IN LAKHS SR. PARTICULARS Gratuity (Funded) Leave Encashment No (Unfunded) 2015-16 2014-15 2015-16 2014-15 I Amounts recognized in the Balance Sheet 1 Present Value of Obligation 1,237.94 1,262.15 986.88 937.90 2 Fair Value of Plan Assets 908.63 782.17 NIL NIL 3 Unrecognized Past Service Cost NIL NIL NIL NIL 4 Net Liability in the Balance Sheet 329.31 479.98 986.88 937.90 II Cost for the period 1 Current Service Cost 19.10 20.54 54.34 9.14 2 Interest on Obligation 101.97 103.21 75.03 73.62 3 Expected return on Plan Assets -77.19 -67.77 NIL NIL 4 Net Actuarial (Gains) / Losses recognised in the year -29.07 -16.15 -9.18 14.81 5 Past Service Cost NIL NIL NIL NIL 6 Losses / (Gains) on Curtailments and Settlements NIL NIL NIL NIL 7 Expenses recognised in the statement of Profit & Loss 14.81 39.83 120.19 97.57 III Change in Benefit Obligations 1 Opening Defined Benefit Obligation 1,262.15 1,290.09 937.90 920.28 2 Prior period adjustments NIL NIL NIL NIL 3 Current Service Cost 19.10 20.54 54.34 9.14 4 Past Service Cost NIL NIL NIL NIL 5 Interest on Obligation 101.97 103.21 75.03 73.62 6 Actuarial (Gains) / Losses -40.39 -23.89 -9.18 14.81 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

( ' IN LAKHS) SR. PARTICULARS Gratuity (Funded) Leave Encashment No. (Unfunded) 2015-16 2014-15 2015-16 2014-15 7 Benefits paid -103.89 -127.80 -71.21 -79.96 8 Closing Defined Benefit Obligation 1,237.94 1,262.15 986.88 937.89 IV Changes in Plan Assets 1 Opening fair value of Plan Assets 782.17 704.36 NIL NIL 2 Expected return on Plan Assets 77.19 67.77 NIL NIL 3 Actuarial Gains / (Losses) -11.47 -7.88 NIL NIL 4 Employers Contributions 164.63 145.72 NIL NIL 5 Assets acquired in an amalgamation in the nature of purchase NIL NIL NIL NIL 6 Exchange differences on foreign plans NIL NIL NIL NIL 7 Benefits paid -103.89 -127.80 -71.21 -79.96 8 Closing fair value of Plan Assets 908.63 782.17 NIL NIL V Principal Acturial Assumptions 1 Rate of Discounting 8% 8% 8% 8% 2 Expected Return on Plan Assets 9.50% 9.50% - - 3 Rate of Increase in Salaries 10% 10% 10% 10% 4 Attrition Rate 1% to 3% 1% to 3% 1% to 3% 1% to 3%

I Govt. of India vide Notification No. 1007 published in Govt. Gazette dtd. 24th May, 2010 amended the Payment of Gratuity Act, 1972 for revision in the gratuity limit from existing '3.50 Lakhs to '10 Lakhs w.e.f. 24.05.2010. Consequent upon such amendment, the Company has been recognising the gratuity liability with a ceiling of '10 Lakhs based on acturial valuation as carried out by LIC of India since FY 2009-10 and had accordingly provided the past liability and charged the same to P & L Account in that year itself. The current year's liability is provided considering the ceiling of '10 Lakhs and charged the same to P & L Account for the year. II Erstwhile Gujarat Electricity Board has established a Master Trust to manage the affairs of the gratuity. Post restructuring, the Company has inherited the said Master Trust and managing the same for and on behalf of itself and its Subsidiary Companies. On account of this arrangement, the gratuity liability of Subsidiary Companies is also accounted for in the books of the Company. The total liability thus represents the liability of the Company as well as the liability of its Subsidiary Companies as under:

SR. PARTICULARS ( ' IN LAKHS) No AS AT 31st MARCH, 2016 AS AT 31st MARCH, 2015 1 Gujarat Urja Vikas Nigam Ltd. 329.32 479.99 2 Gujarat State Electricity Corporation Ltd. 11,151.07 12,305.34 3 Gujarat Energy Transmission Corporation Ltd. 13,466.79 14,120.53 4 Dakshin Gujarat Vij Company Ltd. 5,445.86 5,617.37 5 Madhya Gujarat Vij Company Ltd. 7,167.65 7,359.68 6 Paschim Gujarat Vij Company Ltd. 12,212.39 12,111.57 7 Uttar Gujarat Vij Company Ltd. 9,757.11 8,807.12 TOTAL 59,530.18 60,801.60 Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

NOTE: 24 FINANCE COSTS

SR. PARTICULARS ( ' IN LAKHS) No. FOR THE YEAR FOR THE YEAR ENDED ENDED 31st MARCH, 2016 31st MARCH, 2015

A Interest Expenses i - On Bonds and other Loans 2,559.95 2,979.32 ii - On Working Capital 158.94 121.78 2,718.89 3,101.11 B Other Borrowing Costs i Guarantee Fees / Charges 50.26 80.34 ii Bank Charges and Commission 225.76 240.43 iii Others 42.80 41.76 TOTAL 3,037.71 3,463.63

NOTE: 25 OTHER EXPENSES

SR. PARTICULARS ( ' IN LAKHS) No. FOR THE YEAR FOR THE YEAR ENDED ENDED 31st MARCH, 2016 31st MARCH, 2015 1 Repairs & Maintenance i Building 49.26 67.75 ii Others 79.57 61.89 SUB-TOTAL 128.83 129.65 2 Rates and Taxes 325.99 324.31 3 Insurance 7.59 6.34 4 Telephone & Postage Expenses 18.60 19.45 5 Audit Fees 7.87 5.84 6 Travelling & Conveyance 85.00 112.56 7 Printing & Stationery 15.57 40.25 8 Computer Expenses 11.67 4.11 9 Advertisement 6.89 6.68 10 Electricity Charges 166.46 146.87 11 Discount to Consumers for Timely Payment of Bills 910.45 3,225.08 12 Legal & Professional Fees 273.41 460.62 13 Expenses for Energy Conservation* - - 14 Expenditure on Training to Staff 6.00 6.01 15 Miscellaneous Expenses 355.53 241.71 TOTAL 2,319.86 4,729.47 1 * During the year an expenditure of '94.71 Lakhs (Previous year '145.23 Lakhs) incurred towards Energy Conservation activites has been set off against the grant received from Govt. of Gujarat for this purpose. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

NOTE: 26 PRIOR PERIOD ADJUSTMENTS

SR. PARTICULARS ( ' IN LAKHS) No. FOR THE YEAR FOR THE YEAR ENDED ENDED 31st MARCH, 2016 31st MARCH, 2015 Income 1 Other Excess Provision 6.37 - SUB-TOTAL 6.37 - Expenses 1 Admn. Expenses - 0.48 2 Depreciation - 0.01 SUB-TOTAL - 0.49 TOTAL 6.37 -0.49 1 Adjustments arising due to errors or omissions in the financial statements of earlier years are accounted under the separate head 'Prior Period Items' in accordance with AS-5 : Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies.

NOTE: 27 TAX EXPENSES

SR. PARTICULARS ( ' IN LAKHS) No. FOR THE YEAR FOR THE YEAR ENDED ENDED 31st MARCH, 2016 31st MARCH, 2015 1 Current Tax (MAT) 2,994.00 2,252.00 2 Income Tax Expense of Earlier Years' Demand - - 3 Write Back of Previous Years Tax Provision - -37.43 TOTAL 2,994.00 2,214.57

i "In accordance with AS-22 "Accounting for Taxes on Income"" issued by The Institute of Chartered Accountants of India, the Company has recognized Deferred Tax on the basis of "Income Approach". The Company has huge amount of Carried Forward Losses and Unabsorbed Depreciation under the Income Tax Act, 1961 and there is no virtual certainty that sufficient future taxable income will be available against which such Deferred Tax Assets can be realized. Accordingly, Deferred Tax Assets of the respective previous years have not been recognised in the books of accounts as a matter of prudence and Deferred Tax Liability shall not be recogised till such Deferred Tax Asset is exhausted. This approach was adopted as per guidelines of AS-22 and opinion from experts.Accordingly, in the current year, the Deferred Tax Liability for the year has not been recognized in the books of accounts but settled against such Deferred Tax Asset. The net effect in the books of accounts is, therefore, "NIL"."

ii Deferred Tax on depreciation on the opening balances of the assets vested by the Government of Gujarat for the FY 2005-06 under various notifications and Restructuring Plan have not been recognized considering the permanent difference. Further, consequential difference between the amount of deprecation for accounting purpose and tax purpose in respect of such assets in subsequent years would also not be considered as timing difference. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

Deferred Tax Asset / Liability is worked out as under:

( ' IN LAKHS) SR. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED NO 31st MARCH, 2016 31st MARCH, 2015 Deferred Tax Deferred Tax Deferred Tax Deferred Tax Asset Liability Asset Liability 1 Depreciation - 3.02 - 22.79 2 Provision for Leave Encashment 41.59 - 33.17 - 3 Gratuity - 52.19 - 35.99 4 Others - - - - 5 Total Deferred Tax Asset / (Liability) 41.59 55.21 33.17 58.78 Net Deferred Tax Asset / (Liability) (13.62) (25.61) Net effect of Deferred Tax Asset in Profit & Loss A/c -NIL- -NIL- -NIL- -NIL-

NOTE: 28 OTHER DISCLOSURES A Commitments: Estimated amount of Contracts remaining to be executed on Capital Account and not provided for (net of advances):

( ' IN LAKHS) SR. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED NO 31st MARCH, 2016 31st MARCH, 2015 Capital Contracts Nil Nil

B Contingent Liabilities not provided for:

( ' IN LAKHS) SR. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED NO 31st MARCH, 2016 31st MARCH, 2015 1 Claims against the erstwhile GEB & the Company not acknowledged as debts i Purchase 133.95 144.88 ii Leasing Finance availed by erstrwhile GEB 1,703.00 1,703.00 iii Power Purchase 72,444.00 102,456.00 iv Stamp Duty on mortgage deed for loans availed by erstwhile GEB from LIC 1,108.00 1,108.00 v Employees 964.00 829.00 vi Disputed demand of Income Tax against erstwhile GEB NOT ASCERTAINABLE N O T A SC ER T A IN A B LE vii Disputed demand of Income Tax against the Company for AY 2012-13 7,988.41 7,988.41 2 Guarantees I Corporate Guarantees given by the Company for and on behalf of Subsidiary Companies Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

( ' IN LAKHS) SR. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED No. 31st MARCH, 2016 31st MARCH, 2015 a All Subsidiaries Companies 794,185.00 UCO Bank 621,460.00 UCO Bank Consortium for Consortium for working working capital limits capital limits b Uttar Gujarat Vij Company Ltd. ------36,850.00 State Bank Of India Consortium for working capital limits c Gujarat Energy Transmission Corporation Ltd. --- State Bank of 1,653.34 State Bank of India for India for Term Loan Term Loan

ii Comfort Letter issued by the Company for and on behalf of the Subsidiary Companies a Gujarat State Electricty Corporation Ltd. 93,000.00 Gujarat State 67,361.11 Gujarat State Financial Financial Services Ltd. Services Ltd.

b Gujarat Energy Transmission Corporation Ltd. 103,666.67 Gujarat State 71,000.00 Gujarat State Financial Financial Services Ltd. Services Ltd. 3 Other money for which the Company is contingently liable I Letter of Credit 95,824.10 88,686.83

C Segment Reporting ISince the Company has only one segment, viz., Purchase and Sale of Power, there is no reportable segment.

D Subsidy and Grants Various Subsidies and Grants received / receivable during the year from the Government of Gujarat have been apportioned amongst the subsidiary companies on appropriate basis.

E Impairment of Assets______The Company does not have any "Cash Generating Unit" as defined in Accounting Standard-28 issued by the Institute of Chartered Accountants of India on "Impairment of Assets" and as such, no exercise for assessment of residual life of the assets is necessary.

F Related Party Disclosure i As per Para 9 of AS 18 on "Related Party Disclosure", no disclosure is required in the financial statements as regards related party relationship with other state controlled enterprises and transactions with such enterprises. However, the details regarding Key Managerial Personnel is as given under: Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

A. Key Managerial personal SR. No. NAME DESIGNATION DURATION 1 Shri L. Chuaungo, IAS CMD 01.04.2015 to 31.03.2016 3 Smt. Shahmeena Husain, IAS DIRECTOR (ADMN.) 01.04.2015 to 31.03.2016 3 Shri S B Khyalia DIRECTOR (FIN) 10.11.2015 to 31.03.2016 4 Shri M B Parikh ED (F&A) & CFO 01.04.2015 to 31.03.2016 5 Shri Parthiv Bhatt CS 01.04.2015 to 31.03.2016

B Particulars of Remuneration Paid ( ' IN LAKHS) SR. NAME FY 2015-16 FY 2014-15 No. 1 Shri L. Chuaungo, IAS - - 2 Shri Raj Gopal, IAS -- 8.63 3 Smt. Shahmeena Husain, IAS 17.67 16.28 4 Shri S B Khyalia 12.15 -- 5 Shri M B Parikh 26.24 -- 6 Shri K M Shringarpure -- 15.60 7 Shri Parthiv Bhatt 17.54 16.26 The Company has not paid any remuneration to CMD, Shri L Chuaungo, IAS as he occupies the position of Principal Secretary, Energy & Petrochemicals Dept., Govt. of Gujarat and is therefore drawing salary from Govt. of Gujarat. ii As an annual closing procedure, Inter Subsidiary Company balances duly reconciled have been transferred by all the Subsidiary Companies to the debit / credit of the Company's account (GUVNL) and are reflected in the above balances as appearing in Other Current Assets / Other Current Liabilities. iii During the current year, the balances with all the Subsidiary Companies are fully reconciled. The balances as on 31st March, 2016 as appearing in the respective Companies' books are as under:

SR. SUBSIDIARIES ( ' IN LAKHS) No. In the books of GUVNL In the books of Subsidiaries FY 2015-16 FY 2014-15 FY 2015-16 FY 2014-15 1 Gujarat State Electricity Corporation Ltd. 219731.42 (Cr) 156579.86 (Cr) 219731.42 (Dr) 156579.86 (Dr) 2 Gujarat Energy Transmission Corporation Ltd. 202622.14 (Dr) 124342.55 (Dr) 202622.14 (Cr) 124342.55 (Cr) 3 Dakshin Gujarat Vij Company Ltd. 31065.44 (Dr) 45658.90 (Dr) 31065.44 (Cr) 45658.90 (Cr) 4 Madhya Gujarat Vij Company Ltd. 15771.21 (Dr) 41575.20 (Dr) 15771.21 (Cr) 41575.20 (Cr) 5 Paschim Gujarat Vij Company Ltd. 104378.60 (Dr) 141214.39 (Dr) 104378.60 (Cr) 141214.39 (Cr) 6 Uttar Gujarat Vij Company Ltd. 11142.88 (Cr) 1191.87 (Dr) 11142.88 (Dr) 1191.87 (Cr) iv The ownership of the land on which Gujarat Energy Training & Research Institute (GETRI), a training institute promoted by the Company and its subsidiary companies, is constructed rests with GETCO while the ownership of the building rests with the Company. Similarly, the ownership of the premises where the Company has created Data Centre for e-Urja project rests with MGVCL. The Company has not made any lease or similar agreement with GETCO and MGVCL respectively. v The methodology for calculation of Rebate / DPC on transactions (both direct & indirect) between the Company (Holding Company) and Subsidiary Company/s has been mutually agreed upon and is being consistently followed. Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

G Earnings Per Share

( ' IN LAKH S) SR. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED NO 31st MARCH, 2016 31st MARCH, 2015 1 Profit After Tax (' in Lakhs) 10,224.12 7,970.89 2 Wtd. Average number of Equity Shares Basic 9,640,351,484 7,388,045,630 Diluted 9,673,519,562 7,389,734,910 3 Face Value per Share (') 10.00 10.00 4 Basic Earnings per Share (') 0.11 0.11 5 Diluted Earnings per Share (') 0.11 0.11 1 Basic and diluted Earnings per Share are computed in accordance with AS-20 : Earnings per Share. The Basic and Diluted Earnings per Share is calculated by dividing the net profit after tax for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

H Auditor's Remuneration

(' IN LAKHS) SR. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED NO 31st MARCH, 2016 31st MARCH, 2015 1 Audit Fees 6.00 5.20 2 Service Tax on Audit Fees 0.87 0.64 TOTAL 6.87 5.84

I Quantitative information in respect of Purchase and Sale of Power:

SR. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED NO 31st MARCH, 2016 31st MARCH, 2015 MUs Amount MUs Amount ( ' Lakhs) ( ' Lakhs) 1 Purchase of Power 82,300.05 3,429,640.52 86,762.37 3,357,566.96 2 Sale of Power 82,300.05 3,411,359.69 86,762.37 3,345,849.33

J (a) Expenditure in Foreign Currency ( ' IN LAKHS) SR. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED NO 31st MARCH, 2016 31st MARCH, 2015 1 CIF Value of Imports Nil Nil 2 Remittances in Foreign Currency Nil Nil 3 Foreign Travel Nil Nil

{98) Gujarat Urja Vikas Nigam Limited GUMNL 12th Annual Report 2015-16

(b) Earnings in Foreign Currency

( ' IN LAKHS) SR. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED NO 31st MARCH, 2016 31st MARCH, 2015 Earnings Nil Nil

K Expenditure related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 read with Schedule-VII thereof: i Gross amount to be spent by the Company during the year : '267.61 lakhs ( Including carry forward amount of '143.89 lakhs of FY 2014-15) ii Amount spent during the year : '165.00 lakhs (Previous Year : NIL) Note: For CSR amount which has remained unspent during the year, suitable reasons would be provided in the Directors' Report.

L Previous year figures have been regrouped / rearranged / recasted wherever necessary. M The balances of Trade Receivables, Trade Payables, Loans and Advances are subject to confirmation and reconciliation, if any. N Statement Of Management: I The Current Assets, Loans and Advances are good and recoverable and are approximately of the values as shown, if realized in the ordinary course of business unless and to the extent stated other wise in the Accounts. Subject to the notes and the method of accounting followed by the Company, provision for all known liabilities is adequate. There are no contingent liabilities except those stated in the notes. ii Balance Sheet, Statement of Profit & Loss and Cash Flow Statement read together with the Notes to the Accounts , are drawn up so as to disclose the information required under the Companies Act, 2013 as well as give a true and fair view of the state of affairs of the Company as at the end of the year and results of the Company for the year under review.

As per our report of even date attached For and on behalf of the Board of Directors Gujarat Urja Vikas Nigam Ltd. For Mukund & Rohit Chartered Accountants Firm Registration No. 113375W SUJITGULATI, IAS CA. S.B. KHYALIA Chairman Director (Finance) DIN:00177274 DIN:02470485

VINAY SEHGAL CA. M. B. PARIKH PARTHIV BHATT Partner Executive Director (F&A) & CFO Company Secretary Membership No. 109802 Place : Gandhinagar Place : Gandhinagar Date : 26.08.2016 Date : 26.08.2016 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16 Mukund & Rohit Chartered Accountants Registration No. 113375W

Independent Auditor's Report on the Consolidated Financial Statements

To the Members of Gujarat Urja Vikas Nigam Limited Report on the Consolidated Financial Statements We have audited the accompanying Consolidated Financial Statements of Gujarat Urja Vikas Nigam Limited (hereinafter referred to as "the Holding Company"), its six subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group"), one associate and one jointly controlled entity of one of its subsidiaries which comprise the Consolidated Balance Sheet as at 31st March, 2016, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the Consolidated Financial Statements").

Management's Responsibility for the Consolidated Financial Statements The Holding Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Consolidated Financial Statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group, its associate and jointly controlled entity in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the Companies included in the Group, of its associate and of the jointly controlled entity are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the prep 'ation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Statements by the Directors of the Holding Company, as aforesaid. Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. While conducfing the audit, we have taken into account the provisions of the Act, the accounfing and audifing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Audifing specified under Secfion 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company's preparafion of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Holding Company has in place an adequate internal financial controls system over financial reporfing and operafing effecfiveness of such controls. An audit also includes evaluafing the appropriateness of the accounfing policies used and the reasonableness of the accounfing esfimates made by the Holding Company's Board of Directors, as well as evaluafing the overall presentafion of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Basis for Qualified Opinion In our opinion and to the best of our information and according to the explanafions give to us, the Consolidated Financial Statement give the informafion required by the Act in the manner so required and give a true and fair view in conformity with the accounfing principles generally accepted in India; (a) In the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2016 (b) In the case of Profit and Loss, of the profit for the year ended on the date; and (c ) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Subject to - 1. In case of Uttar Gujarat Vij Company Limited ("the subsidiary company") The statutory auditor of the Company who audited the financial statements / financial informafion of Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16 the subsidiary has reported that the Interest on Income Tax Refund amounting to ' 2,54,82,632 as reflected in Income Tax records, have not been accounted as income of the Company. The profit of the Company is understated to that extent.

2. In case of Gujarat State Electricity Corporation Limited ("the subsidiary company") a) Any additions or extension to an existing asset which is of a capital nature and which becomes integral part of an existing asset is depreciated at the rates of depreciations which is applied to an existing asset, irrespective of the remaining useful life of the existing asset. During the year, in respect of the additions of Ukai Hydro Plant, the company has charged depreciation, being 90% of the cost of asset, in the Statement of Profit & Loss, which is not as per the accounting policy adopted by the Company. Consequently during the year, excess depreciation of '2094.57 lacs have been charged. The Profits of the company are understated to the tune of '2094.57 lacs and the net block of fixed assets is understated by '2094.57 lacs, thereby overstating Depreciation reserve by '2094.57 lacs.

b) Any additions or extension to an existing asset which is of a capital nature and which becomes integral part of an existing asset is depreciated at the rates of depreciations which is applied to an existing asset, in terms of Accounting Standard 6 "Depreciation Accounting" irrespective of the remaining useful life of the existing asset. However, capital spares which are issued to the Plant and Machinery, are also transferred to the Plant and Machinery along with depreciation reserve. The said spares, consequent upon issue to Plant and Machinery, cease the nature of being capital spares and accordingly becomes the integral part of main Plant & Machinery (asset code 10.598). Subsequent to such transfer, the company has charged depreciation based on remaining useful life of the main Plant & Machinery whereas as per the accounting policy adopted by the company in respect of additions to Plant & Machinery, such additions or extension should be depreciated at the rates of depreciation which is applied to an existing asset i.e currently 5.28%. Accordingly, the company charged depreciation on additions to plant (other than capital spares) at the rate of 5.28% and depreciation on capital spares issued to Plant and Machinery is being charged based on remaining useful life (Asset code 10.598). In absence of item wise details of capital spares, the accounting of which is done in lots at the year end, the resultant impact on the value of fixed assets, depreciation, profit/ loss for the year is presently not ascertainable. c) The company is capitalizing the capital spares purchased initially/ subsequently and Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

depreciated fully over the residual useful life of the latest identical Plant & Machinery. However, in case of Wanakbori I to VI Coal based Thermal Power Plants, whose remaining useful life, as per the accounting policy of the company, is 7 years, the capital spares are not depreciated as per the residual useful life of the latest identical plant i.e. Wanakbori VII Coal Based Thermal Plants i.e. 19 years, as per the useful life adopted by the company. In absence of item wise details of capital spares, the accounting of which is done in lots at the year end, the resultant impact on the value of fixed assets, depreciation, profit/ loss for the year is presently not ascertainable. d) The useful life, residual value of any asset for the purpose of depreciation, as notified for accounting purposes by regulatory authority constituted under an Act of Parliament or by the Central Government shall be applied in calculating the depreciation, in terms of the requirements of Part B of Schedule II of the Companies Act, 2013. The Company has however; adopted useful life of 35 years in respect of coal/lignite based thermal power stations, which is significantly different from the "useful life" of 25 years as prescribed under the relevant CERC / GERC guidelines. As stated in GERC MYT Regulations 2011 read with CERC (Terms and conditions of Tariff) Regulations, 2014, useful life in relation to a unit of a generating station from the date of commercial operations shall mean the period of 25 years for coal/lignite based thermal generating stations. The company is charging depreciation on capital spares based on remaining useful life as estimated by the management i.e 35 years, as against 25 years prescribed by CERC/GERC guidelines, thereby resulting in lower depreciation on capital spares. However, as per the Accounting Standard 6 "Depreciation Accounting", the statute governing an enterprise may provide the basis for computation of depreciation and if the management's estimate of the useful life of the asset is longer than that envisaged under the statute, depreciation rate lower than that envisaged by the statute can be applied only in accordance with the requirements of the statute. The company has not complied with the AS 6. In absence of item wise details of capital spares, the accounting of which is done in lots at the year end, the resultant impact on the value of fixed assets, depreciation, profit/ loss for the year is presently not ascertainable. e) For Gandhinagar Unit I and II, major part of renovation, modernization and life extension activities (R&M/LE) done up-to FY 2011-2012 amounting to ' 22815.00 lacs were capitalized to fixed assets, & upon review and reassessment of balance useful life, the unamortized depreciable amount was charged over the remaining useful life up to 2015-16 i.e. considering Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

4 years increase in life. Pursuant to decision of the Board of Directors of the company, the company decided not to proceed with the R&M/LE of Gandhinagar I &II. As informed to us, the company has a policy of charging depreciation on the assets from the date such assets are put to use. During the financial year, 2013-14 and 2014-15, the company reclassified/ regrouped the certain fixed assets into capital spares, assuming that the said items are to be used in relation to an item of a particular asset and the balance gross block was retained in fixed assets. Based on the information, explanations and documents made available to us for the purpose of audit, the said materials are of universal in nature, and most of the items are till date lying at Gandhinagar TPS I & II in stores, awaiting their use in the production process. In view of the accounting policy adopted by the company read with relevant provisions of Accounting Standard 6 "Depreciation Accounting" read with Accounting Standard 10 "Accounting for Fixed Assets" read with Accounting Standard 2 "Valuation of Inventories" issued by The Institute of Chartered Accountants of India, such materials awaiting their use in production process are not capable of capitalization to fixed assets. Further, as per Accounting Standard 2, 'inventory also encompass finished goods produced, or work in progress being produced by the enterprise and include materials, maintenance supplies, consumables and loose tools awaiting use in the production process'. Based on various correspondences made available to us, it was observed that the materials are of universal nature and can be utilized at any type and capacity of the units, with or without minor modifications and therefore do not reflect the nature of capital spares as referred rather are capable of being identified as "Machinery Spares" capable of being accounted as per AS 2 "Accounting for Inventories" read with AS 10 "Accounting for Fixed Assets". Due to this the company has overcharged the amount of depreciation on fixed assets/capital spares in the books of accounts to the tune of ' 5917.17 lacs during the current financial year, thereby the profits before tax of the company for current financial year are understated to the extent of ' 5917.17 lacs, depreciation reserve is overstated to the tune of ' 5917.17 lacs and net block of fixed assets are understated by ' 5917.17 lacs. The Gross block of fixed assets of the company is overstated to the tune of ' 22815.00 lacs and current assets being inventories are being understated by ' 22815.00 lacs. f) The company has the policy of valuation of inventory of Stores and Spares at lower of weighted average cost inclusive of freight and other allocable overheads or net realizable value. The valuation of inventory of stores and spares is adopted as per inventory-software E-urja, which is not as per the policy adopted by the company and the difference is debited/credited to revenue account at the respective TPS with corresponding debit/credit to inventory account to Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

reconcile the inventory balance of financial accounts with E-urja. Pending details w.r.t. the valuation by E-Urja, the consequenfial adjustments in financial books could not be made. In view of the same, we are unable to comment on the consequenfial impact on the profit/loss of the Company. g) Written down value of old capital spares is not charged to revenue in the year in which such capital spares are replaced since incepfion of the company, as required to be complied under AS 10. Since, the WDV of old capital spares could not be ascertained as the accounfing of capital spares is done in lots at year end and not as per issue of individual capital spares/date- wise, and also for want of details as records of WDV of old Capital Spares are not maintained. The consequenfial impact of capital spares, if any, could not be ascertained. h) The company has not created "Fly ash ufilizafion Reserve Fund" in terms of the provisions of gazette nofificafion dated 3rd November 2009 issued by Ministry of Environment and Forests, Government of India, as per which the amount collected from sale of fly ash and fly ash based products, should be kept in a separate account head and shall be ufilized only for the development of infrastructure or facilifies, promofion and facilitafion acfivifies for use of fly ash unfil 100% fly ash ufilizafion level is achieved. The company has not maintained separate account head for the amount collected from sale of fly ash, fly ash based products and the expenses are incurred from the common pool, on account of GERC MYT Regulations 2011, as per which fly as income is deducted from admissible fixed costs. During the year 2015-16, the company has received an amount of '5814.67 lacs from sale of fly ash and fly ash based products and incurred employee benefit expenses in relation to sale of fly ash of ' 1198.07 lacs, other expenses of '1347.07 lacs and capital work in progress of '3269.53 lacs. Consequentially, revenue from operafions being sale of fly ash is overstated by ' 5814.67 lacs, employee benefit expenses are overstated by ' 1198.07 lacs, other expenses is overstated by '1347.07 lacs and capital work in progress is overstated by ' 3269.53 lacs.

I) The company has accounted the interest on delayed payments and the amount of rebate/ discount given on the basis of debit/credit /journal entry received from holding company M/s Gujarat Urja Vikas Nigam Limited. The methodology followed for calculation of interest on delayed payments and for rebate/discount is not as per the guidelines/norms of the Power Purchase Agreement (PPA) and Gujarat Electricity Regulatory Commission(GERC) norms i.e. indirect payments are considered instead of only direct payment to be considered while calculafing discount/rebate. Due to this, there will be difference in calculafion of Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

rebate/discount & interest on delayed payments. For want of exact details/ information, the financial impact of the rebate/discount could not be ascertained. Also, the financial impact of amount of delayed payments to be received from M/s Gujarat Urja Vikas Nigam Limited could not be ascertained (Refer note no. 43 of notes forming part of the financial statements). In the absence of information, the effect of which cannot be quantified, we are unable to comment on the possible impact of the items stated in the point nos. (b), (c), (d), (f), (g) and (h) on the financial statements of the company for the year ended on 31st March 2016. We further state that without considering the impact of items stated in preceding para, the effect of which could not be determined, had the observations made by us in point nos. (a),(e) and (h) been considered in the financial statements, profits for the year would have been ' 18,509.30 lacs as against the reported figure of profit of ' 13,767.09 lacs in the Statement of Profit and Loss, Inventories would have been ' 91,170.26 lacs as against the reported figure of ' 68355.26 lacs, net block of fixed assets under the head Tangible Assets would have been ' 1227684.80 lacs as against the reported figure of ' 1219673.06 lacs and depreciation reserve would have been '744033.08 lacs as against the reported figure of ' 752044.82 lacs, gross block of fixed assets would have been ' 1950011.85 lacs as against the reported figure of ' 1972826.85 lacs, Capital work in progress would have been ' 93728.09 lacs as against the reported figure of '96997.62 lacs.

Qualified Opinion In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid Consolidated Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016 and its consolidated profit and its consolidated cash flows for the year ended on that date.

Emphasis of Matter We draw the attention to the following matters: 1. In case of Paschim Gujarat Vij Company Limited ("the subsidiary company"), a) Considering the structure of Business operation of the Company in case of New Service connection where different nature of Assets are involved in each connection as well as no. of consumers are being connected in one phase & Consumer contribution and / or Government subsidy is being received for each connection, there are practical constraints to relate Consumer Contribution and / or Government grant received for each connection with the Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

Capital expenditure incurred for the same. In light of these constraints having administrative convenience, practical aspects & taking into consideration the very wide geographical distribution network as well as Constraints on Relevant & Reliable Information as stated in "Framework for the Preparation & Presentation of Financial Statement" issued by the Accounting Standard Board of ICAI, Company is providing depreciation on Capital Assets related to Electrification & Service connection on Straight Line Method at the rates prescribed in Gujarat Electricity Regulatory Commissions (Multi Year Tariff) Regulations, 2011 and Consumer contribution, Grant & Subsidy received in respect of the same is being treated as deferred revenue by the company & 10% of the year-end balance of the same (deferred revenue) is being transferred to Statement of Profit & Loss. Hence, depreciation and deferred revenue are not being accounted in same proportion in the Statement of Profit & Loss.

2. In case of Uttar Gujarat Vij Company Limited ("the subsidiary company"), a) In respect of government grant & subsidies, Auditor's are not provided with the scheme sanction and disbursement documents. Further Company has policy of transferring 10% of the year-end balance to profit and loss account on reducing balance method, which is not in accordance with mandatory requirements of Accounting Standard 12 on accounting for Government Grant. b) In relation to non-availability of confirmations from Sundry Debtors, Loans and Advances. c) Auditors have not received declarations/confirmations from Micro, Small and Medium Enterprises - suppliers/creditors/service providers to the Company.

3. In case of Madhya Gujarat Vij Company Limited ("the subsidiary company"), security deposits from consumers are in the process of updation / reconciliation with subsidiary records with that as per books.

4. In case of Gujarat State Electricity Corporation Limited ("the subsidiary company"), a) As a part of efforts towards restructure of power sector, the Company has been promoted by erst while Gujarat Electricity Board (GEB) (now known as M/s.Gujarat Urja Vikas Nigam Limited with effect from 1/4/2005) in August, 1993, M/s.Gujarat Urja Vikas Nigam Limited held 100% equity shares of the Company throughout the year under consideration. The Company has entered into Inter Company Agreements and Facility Sharing Agreements with M/s.Gujarat Urja Vikas Nigam Limited and its subsidiary companies for Working Capital and Term Loans and sharing of certain common facilities viz. Group Gratuity Contribution to LIC. All such Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

arrangements results into multifaceted relation of the Company with M/s.Gujarat UrjaVikas Nigam Limited and other successor entities of holding company. The financial statements are prepared on Going Concern Principles and performance of the Company for the year under consideration has been determined after reviewing several long term arrangements of the Company with M/s.Gujarat Urja Vikas Nigam Limited and its subsidiary Companies. b) The Government of Gujarat in pursuance to the scheme called "Gujarat Electricity Industry Reorganization Transfer of Gandhinagar Thermal Power Station Scheme 2003" and "Gujarat Electricity Industry Reorganization and Comprehensive Transfer Scheme, 2003" has transferred and vested all the assets & liabilities and proceedings of the specified existing and under implementation power stations of Gujarat Electricity Board (GEB) to the Company with effect from 1st April 2005. In accordance with the above referred schemes, the State Government has notified the values of the assets and liabilities at which these undertakings are transferred to and vested in the Company. c) Deferred tax on the difference of the opening balances of the fixed assets as per Income tax and books of accounts with respect to assets vested by the Government of Gujarat under various notifications and restructuring plan have not been recognized considering the permanent difference, in line with the opinion of Experts. The consequential difference between the amount of depreciation for accounting purpose and tax purpose in respect of such assets in subsequent years would also be considered as permanent difference. d) The balances in Trade Payables, liabilities for O&M supplies/works and liabilities for Capital Suppliers/works, fuel related claims and receivables, capital advances are subject to confirmation and reconciliation, if any, from respective parties. e) Outstanding dues to small scale industrial undertaking as defined under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006), have not been disclosed separately. f) The Company has not recognized PSDF support amounting to ' 1031.00 lacs due to non­ achievement of Target Plant Load Factor on domestic gas during the period June 2015 to Sept 2015. g) The Company has make provision of employee costs of ' 2760.87 lacs towards incremental salary on estimated basis for the period January 2016 to March 2016, in terms of the estimated Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

salary hike recommended by the 7th pay commission.

h) The amounts receivable (Debit) from and payable (Credit) to various partes, suppliers, contractors etc., on various accounts, which are carried in various Suspense Accounts/Registers at plants, more particularly, those transferred to Company under transfer scheme as on 1-4-2005, required thorough scrutiny to ascertain the precise break up and supporting documents to establish the claims by and/or against the Company of these parties. Pending scrutiny and reconciliations, the Company has identified long outstanding debits and credits, neither recoverable nor payable and made provision for bad and doubtful debts amounting to ' 1200.00 lacs in earlier years. Similarly, the company has identified non­ recoverable amount of ' 2153.20 lacs and had written off after obtaining approval of competent authority in earlier years. Similarly a liability of ' 3186.00 Lacs was also written back in earlier years.

i) The Company has made a provision of ' 6416.16 lacs for claims payable to Irrigation Department, Govt of Gujarat/ GWIL in respect of water drawn for various power stations except Kadana HEP.

j) The Company has received capital grants of ' 1000.00 lacs from Govt of Gujarat for development of Solar Power Project (1 MW each) at Sikka TPS & KLTPS, which has been reflected under current liabilities, pending the construction of specific fixed assets. During the year 2015-16, advances to the tune of ' 113.18 lacs have been given by the company in respect of these projects.

k) The Company has recognized revenue for PSDF support of ' 1089.10 lacs. Our opinion is not modified in respect of these matters referred above in points (1) to (5).

Other Matters a) In case of Paschim Gujarat Vij Company Limited ("the subsidiary company"), Security Deposits from LT Consumers, Deposits for electrification & services connection at some divisions & circles are in process of updati'on / reconciliation with Subsidiary records with that as per Books of Accounts.

b) We did not audit the financial statements/consolidated financial statements subsidiaries, whose financial Statements/consolidated financial statements reflect total assets of Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

'6226077.56 lacs as at 31st March, 2016, total revenues of ' 3957321.84 lacs and net cash flows amounting to '1672.27 lacs for the year ended on that date, as considered in the consolidated financial statements. These Financial Statements/Consolidated Financial Statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, insofar as it relates to the aforesaid subsidiaries is based solely on the reports of the other auditors. Our opinion on the consolidated financial statement and our report on other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements/financial information certified by the management.

Report on Other Legal and Regulatory Requirements 1. As per by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, the statement referred in the section is not applicable to the Consolidated Financial Statements of the Company for the year under review.

2. As required by Section 143 (3) of the Act, we report that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements. b) In our opinion, except for the effect of the matters described in the Basis for Qualified Opinion paragraph above, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors. c) The requirement of dealing with the reports on the accounts of the branch offices of the Holding Company, its subsidiaries, its associate and jointly controlled entity does not arise as the group has no branches and hence this point is not applicable for the year under review. d) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements. e) In our opinion, except for the effect of the matters described in the Basis for Qualified Opinion Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

paragraph above, the aforesaid consolidated financial statements comply with the Accounfing Standards specified under Secfion 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. f) The matters described in the Basis for Qualified Opinion paragraph above, in our opinion, may not have an adverse effect on the funcfioning of the group, its associate and jointly controlled enfity. g) The Holding Company being a Government Company, in view of the Nofificafion No G.S.R. 463(E) dated 05.06.2015 issued by Govt. of India, the provisions of secfion 164(2) of the Companies Act, 2013 are not applicable to the Company. h) With respect to the adequacy of internal financial controls over financial reporfing of the Group, its associate and jointly controlled enfity and the operafing effecfiveness of such controls, refer to our separate report in "Annexure A"; i) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our informafion and according to the explanafions given to us: i. The consolidated financial statements disclose the impact of pending lifigafions on the consolidated financial posifion of the Group, its associate and jointly controlled company. Refer Note 33(E) to the consolidated financial statements relafing to confingent liabilifies have not been provided for. ii. The Group, it's associate and jointly controlled enfity did not have any material foreseeable losses on long-term contracts including derivative contracts. iii. There were no amounts which were required to be transferred to the Investor Education and Protecfion Fund by the Group, its associate and jointly controlled enfity incorporated in India. 3. As required by C&AG of India through direcfions / sub-directions issued under Secfion 143(5) of the Companies Act, 2013, we give our report in the attached "Annexure B".

For Mukund & Rohit Chartered Accountants Registrafion No. 113375W

Vinay Sehgal Place: Gandhinagar Partner Date: 29.09.2016 M. No. 109802 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

Annexure - A to the Independent Auditor's Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Gujarat Urja Vikas Nigam Limited ("the Holding Company"), its subsidiary companies, its associate and jointly controlled entity which are companies incorporated in India, as of 31st March 2016 in conjunction with our audit of the consolidated financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls The respective Board of Directors of the Holding Company, its subsidiary companies, its associate & jointly controlled entity which are companies incorporated in India are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporfing and their operafing effectiveness. Our audit of internal financial controls over financial reporfing included obtaining an understanding of internal financial controls over financial reporfing, assessing the risk that a material weakness exists, and testing and evaluafing the design and operafing effecfiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters Paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporfing.

Meaning of Internal Financial Controls over Financial Reporting A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that

1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; 2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and 3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16 financial control over financial reporfing may become inadequate because of changes in condifions, or that the degree of compliance with the policies or procedures may deteriorate.

Qualified Opinion According to the informafion and explanations given to us and based on our audit & corresponding reports of the auditors of the subsidiary companies and jointly controlled company, the following material weaknesses have been idenfified in the operafing effecfiveness of the internal financial controls over financial reporfing as at March 31, 2016:

A. In case of Gujarat State Electricity Corporation Limited ("the Subsidiary Company"):

a) The Company did not have appropriate internal control system for ensuring timely capitalization of fixed assets as and when the same is ready for use due to delayed issue of completion certificates/ pending acceptance by Power Procurer or due to delay in receipt of bills from the vendor for bought out items. This could potentially result into under capitalization and corresponding impact on the operational results due to lower charges of depreciation.

b) The Company did not have appropriate internal control system for ensuring timely closure of capital contracts with suppliers and determination of final retention amounts/liquidated damages to be charges for delay. This could potentially result into over capitalization pending settlement of contracts and corresponding impact on the operational results due to higher charges of depreciation.

c) The Company did not have an integrated ERP system. Different software packages used by the company like E-urja for inventory, legacy for accounting etc. are interfaced through manual intervention leaving gaps between them. This could potentially result into impaired financial reporting.

d) The Company did not have an appropriate internal control system for reconciliation of vendors/contractors accounts pertaining to capital contracts which could potentially result in some changes in the financial statements.

e) The Company did not have effective internal audit system so as to cover all major areas with extensive scope. This could potentially result into weak checks and balances and unreported financial irregularities ultimately resulting into distorted financial reporting. Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

f) The Company did not have appropriate internal control system over maintenance offixed asset register such as location, identification number, etc. which could potentially result in material discrepancies on physical verification, which could potentially result in some changes in the financial statements.

g) The Company did not have appropriate internal control system over maintenance of item wise list of capital spares in the fixed asset register. This could potentially result in overstatement of gross block of fixed assets since the written down value of old capital spares could not be identified/ withdrawn from fixed assets at the time of replacement of the same and corresponding impact on the operational results due to depreciation.

A 'material weakness' is a deficiency, or a combinafion of deficiencies, in internal financial control over financial reporfing, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a fimely basis.

In our opinion, except for the effects/possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls over financial reporting, and such internal financial controls over financial reporting were operating effectively as of March 31, 2016 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

B. In case of Uttar Gujarat Vij Company Limited (" the Subsidiary Company")

a) Internal controls in relation to inventory verification by trained personnel and reconciliation with book of account at regular intervals based on detailed checklist would help the company to identify non moving/obsolete items.

C. In case of Dakshin Gujarat Vij Company Limited (" the Subsidiary Company")

a) Internal control in respect of movement of inventories during maintenance and capital works, material issued/received to/from third parties, replacement/removal of burnt transformers and material lying with sub-divisions, needs to be reviewed and strengthened. Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

We have considered the material weaknesses identified and reported above in determining the nature, filming, and extent of audit tests applied in our audit of the March 31, 2016 of the consolidated financial statements of the Group, and these material weaknesses does not affect our opinion on the consolidated financial statements of the Group, its associate and jointly controlled enfity.

Our aforesaid reports under Secfion 143(3)(I) of the Act on the adequacy and operating effecfiveness of the internal financial controls over financial reporfing insofar as it relates to six subsidiary companies, its associate and one jointly controlled company, which are companies incorporated in India, is based on the corresponding reports of the auditors of such companies incorporated in India.

In our opinion, the Group, its associate and jointly controlled enfity has, in all material respects, except as stated above, an adequate internal financial controls system over financial reporfing and such internal financial controls over financial reporfing were operafing effecfively as at 31st March 2016 in case of other Group Companies, associates & jointly controlled enfity, based on the internal control over financial reporfing criteria established by the Group, its associate and jointly controlled enfity, considering the essenfial components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporfing issued by the Institute of Chartered Accountants of India.

For Mukund & Rohit Chartered Accountants Registrafion No. 113375W

Vinay Sehgal Place: Gandhinagar Partner Date: 29.09.2016 M. No. 109802 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

Annexure B to the Independent Auditor's Report The Annexure referred to in our report to the members of Gujarat Urja Vikas Nigam Limited for the year ended March 31, 2016: Report on the Directions issued by The Comptroller & Auditor General of India under section 143(5) of Companies Act 2013 for the F.Y. 2015-16

Sr. No. Directions / Sub Directions Response / Remedial Measures A. General Directions:- 1. Whether the Company has clear In respect of the Holding Company the title deeds of title / lease deeds for freehold immovable properties reflected in financial statement and lease hold respectively? If are held in the name of the Company. not please state the area of freehold and leasehold land for In respect of the Subsidiary Company (GETCO), the which title / lease deeds are not company holds title deeds of all freehold lands and lease available? deeds of all leasehold lands. The company has acquired most of the lands through Government acquisition mode/on lease from Government agencies and in case of lands for which acquisition/lease process is going on, copies of competent authority orders in this regards are available in records.

In respect of the Subsidiary Company (GSECL), the company has clear title/ lease deeds for entire freehold and leasehold lands except Rs. 23.86 Lacs being 620 sq mtrs of freehold land at Utran Plant, which is in the ownership of Government of Gujarat

In respect of the Subsidiary Company (PGVCL), following title deeds of land are not held in the name of the Company :

Total Whether Gross block Remarks No of lease hold or and net Cases Free hold block 10 Free hold 1.58Cr For Details, 18 Lease hold Nil please refer Annexure - 1 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

In respect of the Subsidiary Company (UGVCL) there is no leasehold land with the Company. The freehold land received by the Company from erstwhile GEB under unbundling scheme continues in the name of GEB. In respect of land purchased/acquired by the Company, allotment letter is available in few cases; the details of freehold lands are annexed in statement "A1".

2. Whether there are any cases of In respect of the Holding Company there are no such waiver / written off of debts / cases reported during FY 2015-16. loans/ interest etc. If, yes, the reasons there for and the In respect of the Subsidiary Company (PGVCL): amount involved. 1. During the financial year 2015-16 total ' 84.04 Crores are waived against the outstanding amount of delay payment charges (DPC) of water Works and street light connections as per GOG resolution no NPL/452014/UOR-40/M/dated 06.01.2015. 2. During the course of settlement with consumers in Lok Adalat and also as per the judgments received from the Hon'ble Court, the amount of dues of ' 113.6 Lacs is waived/written off during the financial year 2015-16 3. During the financial year 2015-16, ' 9.38 Lacs waived against House Building Advance and interest thereon due to death of Employee as per policy laid down by GEB Circular No. Acctts/HBA/3275 Dated 28.03.1989.

In respect of the Subsidiary Company (UGVCL), during the year the Company has written off an amount of '69,97,888.44 being dues from consumers, Waiver of DPC charges amounting to ' 5,35,439.61 from consumers and ' 9,23,47,162.48 on account of waiver of Delay Payment Charges on Nagarpalikas, as per the GOG Resolution no. NPL/452014/UOR-40/M dated 6th January, 2015.

In respect of the Subsidiary Company (DGVCL), during the year, the Company has waived outstanding dues towards energy and delayed Payment charges from consumers amounting to '212.68 lacs due to cases settled in Lok Adalats and settlement committee.

In respect of the Subsidiary Company (MGVCL) during Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

the year the Company has waived off amounting to '9.63 Lacs from consumers and ' 53.84 Lakhs through Lok-Adalat & Jurisdiction Court for other consumers.

Further, the Company has also waived off HBA outstanding from employees amounting to '8.86 Lacs due to death of employee as per Company's policy.

In respect of the Subsidiary Company (GETCO), as per GSO 327 Dated: 03-04-1999 of Clause No.21, in case of death of employee, the Company has waived during the year 2015-16, principal amount of ' 1,09,484 and Interest Amount of ' 1,36,765.

In respect of the Subsidiary Company (GSECL), during the year 2015-16, there are no cases of waiver/write off of debts/loans/interest etc.

3. Whether proper records are In respect of the Holding Company this is Not Applicable. maintained for inventories lying with third partes & assets In respect of the Subsidiary Company (UGVCL), proper received as gift / grant (s) from records are maintained for the inventories lying with the Govt. or other authorities. third parties and confirmations for material lying with them as on 31-03-2016 have been taken on record by the Company. The Company has not received any assets as gift from Government or other authorities during the year 2015-16. The Company has received grant of Rs 5942.22 lakhs during the year, however the auditor of the company has not been provided with the grant sanction letters and schemes under which grant is disbursed.

In respect of the Subsidiary Companies (GSECL, MGVCL, PGVCL, DGVCL and GETCO) Proper records are maintained for inventories lying with third parties. Further, the Subsidiary companies have not received any gift from Government or other authorities during the financial year 2015-16. Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

4. A report on age-wise analysis of Age-wise analysis of pending legal / arbitration cases for pending legal / arbitration cases MGVCL & DGVCL are as under: including the reasons of Sr. No. Age wise Analysis No of Amount ( ' in pendency and existence / Cases Lacs) effectiveness of a monitoring Pending mechanism for expenditure on 1 5 year & above 1322 5289.49 all legal cases (foreign and local) 2 3 - 5 year 129 1089.31 may be given. 3 1 - 3 year 197 1694.56 4 Up to 1 year 205 19696.68 Total 1853 27770.04

Reason for Pending: Due to huge burden with the courts, cases (including Company's cases) are not disposed expeditiously, hence company is making efforts to settle maximum numbers of cases to realize revenue through Lok-Adalat and settlement committee. The company has own legal cell for effective monitoring of pending legal / arbitration cases and looking to the size of the company, the system adopted by the company is efficient. Legal fees are being paid as per prescribed circulars.

5. If the Company is selected for Not Applicable. disinvestment, a complete status report in terms of valuation of assets (including tangible assets and land) and liabilities (including committed & general reserves) may be examined including the mode a n d present stage of disinvestment process. Sub Direction

1. Has the company entered into The Subsidiary Companies, during the financial year agreements with franchise for 2015-16, companies has not entered into any revenue distribution of electricity in sharing agreement with franchise for distribution of selected areas and revenue electricity. sharing agreements adequately protect the financial interest of the company? Gujarat Urja Vikas Nigam Limited , 12th Annual Report 2015-16 G U V N L CONSOLIDATED FINANCIAL STATEMENTS 15-16

2. In the case of Thermal Power In respect of the Subsidiary Companies (GSECL), the Projects, compliance of the company has generally complied with the various various Pollution Control Acts Pollution control Acts. and impact thereof including The company has not created "Fly ash utilization utilization and disposal of ash Reserve Fund" in terms of the provisions of gazette and policy of the company in this notification dated 3rd November 2009 issued by regard, may be checked and Ministry of Environment and Forests, Government of commented upon. India, as per which the company is required to maintain a separate account head for the amount collected from sale of fly ash and fly ash based products, which should be utilized only for the development of infrastructure or facilities, promotion and facilitation activities for use of fly ash until 100% fly ash utilization level is achieved. Impact on Financial Statement: The company has not maintained separate account head for the amount collected from sale of fly ash, fly ash based products and the expenses are incurred from the common pool. During the year 2015-16, the company has received an amount of ' 5814.67 Lacs from sale of fly ash and fly ash based products and incurred employee benefit expenses in relation to sale of fly ash of ' 1198.07 Lacs, other expenses of ' 1347.07 Lacs and capital work in progress of ' 3269.53 Lacs.

3. Does the company have a proper This clause is applicable is to only Gujarat State system for reconciliation of Electricity Corporation Limited (the Subsidiary quanti'ty/quality of coal ordered Companies). and received and whether grade Yes, the said company has proper system for o f c o a l / m o i s t u r e a n d reconciliation of quanti'ty/quality of coal ordered and demurrage etc., are properly received and grade of coal/moisture and demurrage recorded in the books of etc., are properly recorded in the books of account account?

4. How much share of free power This clause is applicable is to only Gujarat State was due to the State Electricity Corporation Limited (the Subsidiary Government and whether the Companies). same was calculated as per the During the year, the said subsidiary has no share of free agreed terms and depicted in power was due to the State Government. the accounts as per accepted accounting norms? Gujarat Urja Vikas Nigam Limited , 12th Annual Report 2015-16 G U V N L CONSOLIDATED FINANCIAL STATEMENTS 15-16

5. In the case of Hydroelectric This clause is applicable is to only Gujarat State Projects the water discharge is Electricity Corporation Limited (the Subsidiary as per the policy/guidelines Companies). issued by the State Government Yes, in the case of Hydroelectric Projects the water to maintain biodiversity. For not discharge is as per the policy/guidelines issued by the maintaining it penalty State Government by above mentioned Subsidiary paid/payable may be reported. Company.

6. Report on the efficacy of the In respect of the Subsidiary Companies bills were issued system of billing and collection to the consumers in time and a collection has been of revenue in the company. achieved in timely manner.

7. Whether tamper proof meters The Subsidiary Companies has installed temper proof have been installed for all energy meters for all the consumers (except for consumers? If not then, examine agriculture unmetered consumers) & such meter box is how accuracy of billing is duly sealed by the company. ensured. In respect of the Subsidiary Companies (UGVCL), for 1,54,182 nos. of consumers are un-metered and tariff is charged on the base of contract load and which is approved by GERC.

8. Whether the Company recovers Yes, the companies has recovered and accounted Fuel an d accounts, the State and Power Purchase Adjustment cost during the Electricity Regulatory financial year2015-16. Commission (SERC) approved Fuel and Power Purchase Adjustment Cost (FPPCA)?

9. Whether the reconciliation of Yes, the receivables and payables between the group receivables and payables companies is reconciled and duly confirmed as on between the generation, 31.03.2016 except that confirmations are not available distribution and transmission for amount payable for purchase of power from wind companies has been completed. farm and solar energy suppliers. The reasons for difference may be examined.

10. Whether the Company is Not Applicable supplying power to franchisees, if so, whether the Company is n o t supplying power to franchisees at below its average cost of purchase. Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

11. How much tariff roll back In respect of the Subsidiary Companies (PGVCL), there subsidies have been allowed and are no tariff roll back subsidies allowed during the year. booked in the accounts during However, various subsidies as received during the year the year? Whether the same is from holding company (GUVNL) are duly accounted for. being reimbursed regularly by the State Government shortfall if In respect of the Subsidiary Companies (UGVCL& any may be commented? DGVCL), the Company has raised FPPPA and tariff compensation claim of '1973.4 crores and during FY 2015-16 and same has been received from GUVNL.

In respect of the Subsidiary Companies (MGVCL), the company has raised subsidy claims to GUVNL for GERC compensation of tariff subsidy of ' 4816.69 Lakhs, FPPPA subsidy of '17009.93 Lakhs for Agriculture consumers and Water Works subsidy of ' 6312.95 amounting to total of ' 28,139.57 Lakhs during F.Y. 2015­ 16 and the credit for the same has been received from GUVNL and booked in the accounts of MGVCL during the year.

12. Is the system of evacuation of This clause is applicable to only Gujarat Energy pow er commensurate with Transmission Corporation Ltd. (The said subsidiary power available for transmission Company). In relation to the said subsidiary, the GETCO with the generating company? If transmission network is available for evacuation of not, loss, if any, claimed by the power from each generating stations under normal generating company may be operating conditions. In peculiar Grid Operating commented. conditions like high renewable energy injection during off peak load conditions, few wind farms have been asked to back down their generation in few rare cases. Such back down instruction are being given by SLDC looking in to real time loading of associated network elements and grid security. There are no provisions for compensating such kind of losses due to back down of generation asked by SLDC to maintain grid stability and security. Gujarat Urja Vikas Nigam Limited , 12th Annual Report 2015-16 G U V N L CONSOLIDATED FINANCIAL STATEMENTS 15-16

13. How much transmission loss in This clause is applicable to only Gujarat Energy excess of prescribed norms has Transmission Corporation Ltd. (The said subsidiary been incurred during the year Company). In relation to the said subsidiary,GERC had and whether the same been approved the Transmission Loss of 4.1% for the year properly accounted for in the 2015-16. During the year 2015-16, Transmission Loss books of accounts? was 3.68%, which is lower than the approved by GERC.

14. Whether the assets constructed This clause is applicable to only Gujarat Energy and completed on behalf of Transmission Corporation Ltd. (The said subsidiary other agencies and handed over Company). In relation to the said subsidiary, proper to them has been properly accounting is done in the cases where the assets accounted for in the financial constructed and completed on behalf of other agencies statements. and handed over to them.

For Mukund & Rohit Chartered Accountants Registration No. 113375W

Vinay Sehgal Place: Gandhinagar Partner Date: 29.09.2016 M. No. 109802 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

Annexure - 1

List of Title deeds not held in the name of PGVCL Circle Sr No. Name of Premises Survey No. Lease Hold Gross Block OR Am ount Free Hold

1 New Power House Campus 5026 Free Hold 5 2 3 ,8 3 3 Rajkot City 2 Rural S Dn. 82 Free Hold -

1 Circle Office 1050 Free Hold 3,335 Bhuj 2 K othara 8 4 1/p 2 Free Hold 870 A m re li 1 Kukavav S/dn 661/1 p Free Hold - 1 P.H. Compound 517 5 A - 2 Gangajaliya Talav 4 7 6 5 /8 5 - 3 Khargate Indoor 3 62/42 - 4 Vadava Panjarapol 7 00/82 - 5 Nilambaug old 5 6 6 7 B /1 8 5 - 6 Su tarvad 2 98/29 - 7 Patel Boarding 5 75/59 - 8 Para Record N.A. - Lease Hold 9 Old Bunder Vegitable 22\5 - B h a vn a ga r 10 Diwanpara S/S 4 7 9 7 /6 3 - 11 Ja m n a k u n d 2387 - 12 N a ku b a u g 6 9 9 /131 - 13 Vaghavadi Road 3 0 2 9 /3 1 7 - 14 Rupani F.C. 3138 - 15 Krishnanagar s/s 172 3 /1 9 2 - 16 Prabudas Talav 4 - 17 Ruvapari RD 4 7 9 7 /1 3 8 - 18 Sa n o sa ra 296 Free Hold 6 0 7 ,5 6 8 Botad 1 Botad Circle 368 Free Hold 1 4 ,7 0 1 ,0 0 0

1 Virpur Fault center (Gondal Division) 643 Free Hold Rajkot rural 2 Upleta s/Dn (Dhoraji Division) 4 6 7 ,9 4 & 6 8 0 Free Hold - 1 V.V. B ajar 3217 Free Hold - P o rb a n d h a r 2 Fuvara s/s/, Fault Center 1284 Lease Hold - Total 15,836,606 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

Annexure "A1" to Annexure "1"

Details of land of which the account balances have Gross Details of been transferred as per Block (as land where GOG notification no. GHU- Sr. at Balance title deeds Name of offices 2006-91-GUV-1106-590-K No. Sheet are not dated 03-10-2006 to date) [' in available. [' Company and are held in lacs] in lakhs ] the name of the erstwhile GEB. ['in lakhs] 1 SABARMATI O & M DIVISION 61.75 8.01 53.74 2 BAVALA O & M DIVISION 79.75 4.89 74.86 3 GANDHINAGAR O & M DIVISION 2.11 2.11 0.00 4 KALOL (O & M) DIVISION 3.28 0.49 2.79 5 BOPAL (U & I) DIVISION 8040.29 0.00 528.69 6 MODASA O & M DIVISION 52.03 0.54 0.00 7 IDAR O & M DIVISION 2.01 2.01 0.00 8 TALOD O & M DIVISION 17.76 0.36 17.40 9 HIMATNAGAR O & M DIVISION 0.27 0.27 0.00 10 MEHSANA O & M CIRCLE 0.24 0.24 0.00 11 KADI O & M DIVISION 8.01 0.51 7.50 12 MEHSANA O & M DIVISION 40.66 0.32 0.00 13 PATAN O & M DIVISION 9.95 0.93 9.02 14 VIJAPUR O & M DIVISION 1.47 1.47 0.00 15 VISNAGAR O & M DIVISION 0.53 0.53 0.00 16 PALANPUR O & M DIVISION 0.48 0.00 0.48 17 DEESA O & M DIVISION 11.63 0.81 10.82 18 SIDHPUR O & M DIVISION 4.64 0.00 4.64 19 RADHANPUR O & M DIVISON 10.80 0.39 10.42 20 DEESA-II DIVISION 191.49 0.00 0.81 21 PALANPUR-II DIVISION 4.73 0.84 3.89 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

CONSOLIDATED BALANCE SHEET AS AT 31st MARCH, 2016 (' IN LAKHS) Sr. PARTICULARS NOTE No AS AT 31st MARCH, AS AT 31st MARCH, No. 2016 2015 I EQUITY AND LIABILITIES 1 Shareholder's Funds a Share Capital 2 1,075,470.65 8 4 2 ,1 4 0 .1 3 b Reserves and Surplus 3 4 9 0 ,1 4 9 .2 5 4 1 8 ,4 4 5 .0 9 1,565,619.90 1,260,585.21

2 Share Application pending allotment 4 116,463.87 50,894.43

3 Deferred Government Grants, Subsidies & Consumers' Contributions 5 652,285.05 627,410.28

4 Minority Interest 9,101.38 8,564.51

5 Non Current Liabilities a Long Term Borrowings 6 1,414,148.67 1,510,674.85 b Deferred Tax Liability 7 8 ,6 6 4 .8 7 3 ,7 1 2 .6 8 c Other Long Term Liabilities 8 5 2 4 ,8 1 1 .5 4 4 7 8 ,0 7 9 .5 6 d Long Term Provisions 9 1 2 6 ,8 5 3 .4 7 1 1 9 ,9 7 4 .0 9 2,074,478.55 2,112,441.18 6 Current Liabilities a Short Term Borrowings 10 226,594.63 335,834.41 b Trade Payables 11 5 2 6 ,4 2 6 .8 8 3 1 3 ,6 5 7 .6 0 c Other Current Liabilities 12 1,011,945.23 9 4 4 ,5 9 8 .6 2 d Short Term Provisions 13 4 3 ,1 6 2 .0 7 4 0 ,4 7 8 .8 9 1,808,128.81 1,634,569.52 TOTAL 6,226,077.56 5,694,465.13 ii ASSETS 1 Non Current Assets a Fixed Assets 14 (i) Tangible Assets 4,334,430.97 3,707,504.35 (ii) Intangible Assets 3 ,6 6 8 .8 8 4 ,6 3 0 .8 8 (iii) Capital W ork-in-Progress 5 4 0 ,2 7 4 .4 4 7 6 5 ,3 0 6 .0 0 (iv) Intangible Assets under development 2 1 .8 6 2 1 .8 6 b Non-Current Investments 15 7 1 ,2 0 3 .6 4 5 3 ,0 8 7 .6 1 c Long Term Loans and Advances 16 3 9 ,5 9 9 .9 1 2 0 ,9 9 4 .1 8 d Other Non Current Assets 17 1 9 ,7 9 7 .3 9 2 5 ,2 0 0 .5 4 5,008,997.09 4,576,745.42 2 Current Assets a Current Investments 18 - 1 1 2 .8 8 b Inventories 19 2 4 7 ,9 8 5 .5 2 2 6 7 ,5 9 3 .6 9 c Trade Receivables 20 3 1 4 ,1 9 1 .7 4 3 2 0 ,3 0 5 .2 8 d Cash and Bank Balances 21 4 8 ,4 1 4 .1 3 5 0 ,0 8 6 .4 0 e Short Term Loans and Advances 22 4 1 ,1 1 3 .7 5 5 4 ,3 8 5 .2 3 f Other Current Assets 23 5 6 5 ,3 7 5 .3 3 4 2 5 ,2 3 6 .2 3 1,217,080.47 1,117,719.71 TOTAL 6,226,077.56 5,694,465.13 Notes to Consolidated Financial Statements 33 Significant Accounting Policies 1 The accompanying Note Nos. 1 to 33 are an integral part of the Consolidated Financial Statements. As per our report of even date attached For and on behalf of the Board of Directors For Mukund & Rohit Gujarat Urja Vikas Nigam Ltd. Chartered Accountants Firm Registration No. 113375W SUJIT GULATI, IAS PANKAJ JOSHI,IAS CA. S.B. KHYALIA Chairman Managing Director Director (Finance) DIN:00177274 DIN:01532892 DIN:02470485

VINAY SEHGAL CA. M. B. PARIKH PARTHIV BHATT Partner Executive Director Company Secretary Membership No. 109802 (F&A) & CFO Place : Gandhinagar Place : Gandhinagar Date : 29.09.2016 Date : 29.09.2016 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH 2016 (' IN LAKHS) Sr. PARTICULARS NOTE No. FOR THE YEAR ENDED FOR THE YEAR ENDED No. 31st MARCH, 2016 31st MARCH, 2015 I INCOME a Revenue from Operations 24 3,842,841.84 3,605,094.05 b Other Income 25 114,480.00 106,655.42 TOTAL 3,957,321.83 3,711,749.47 II EXPENSES a Cost of Fuel Consumed 26 535,920.72 573,640.87 b Purchase of Power 27 2,436,503.19 2,198,832.33 c Employees Benefit Expenses 28 243,286.08 200,525.31 d Finance Costs 29 206,795.61 219,784.25 e Depreciation 301,309.15 266,212.93 f Other Expenses 30 142,293.84 141,418.28 TOTAL 3,866,108.58 3,600,413.97 III Profit Before Prior Period Adjustments and Tax 91,213.25 111,335.50 Net Prior Period Income / Expenses (-) 31 (4,743.92) (23,763.58) IV Profit Before Tax 86,469.33 87,571.92 V Tax Expenses 32 a Current Tax 20,895.96 20,624.96 b Tax Adjustment of Earlier Years (19.68) (103.13) c Deferred Tax 4,952.19 3,712.68 VI Profit after tax before minority interest and share in net asset of Associate 60,640.86 63,337.41 Add: Share in Profit of Associate 5,048.66 2,168.05 Less: Minority Interest 378.72 637.77 VII Profit for the year 65,310.80 64,867.69 VIII Earning Per Share (in ') (Face Value of ' 10 each) a Basic 0.68 0.88 b Diluted 0.68 0.88 Notes to Consolidated Financial Statements 33 Significant Accounting Policies 1

The accompanying Note Nos. 1 to 33 are an integral part of the Consolidated Financial Statements.

As per our report of even date attached For and on behalf of the Board of Directors For Mukund & Rohit Gujarat Urja Vikas Nigam Ltd. Chartered Accountants Firm Registration No. 113375W SUJIT GULATI, IAS PANKAJ JOSHI,IAS CA. S.B. KHYALIA Chairman Managing Director Director (Finance) DIN:00177274 DIN:01532892 DIN:02470485

VINAY SEHGAL CA. M. B. PARIKH PARTHIV BHATT Partner Executive Director Company Secretary Membership No. 109802 (F&A) & CFO Place : Gandhinagar Place : Gandhinagar Date : 29.09.2016 Date : 29.09.2016 Gujarat Urja Vikas Nigam Limited , 12th Annual Report 2015-16 G U V N L CONSOLIDATED FINANCIAL STATEMENTS 15-16______

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH , 2016 (' IN LAKHS) Sr. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED No. 31st MARCH, 2016 31st MARCH, 2015 CASH FLOW FROM OPERATING ACTIVITIES NET PROFIT BEFORE PRIOR PERIOD & TAX 91,213.25 111,335.50 Adjustments For: Add / (Less) :- Dividend Income (1,245.97) (1,183.31) Provision for Gratuity (1,271.41) (384.65) Provision for Leave Encashment 10,309.70 5,755.91 Depreciation 301,309.15 266,212.93 Interest and Financing Charges 206,795.61 219,784.25 Prior Period Income (Net of Expenses) (4,743.92) (23,763.58) Gain on Sale of Fixed Assets (1,021.48) (1,209.65) Loss on Sale of Fixed Assets 595.92 935.09 Increase / (Decrease) from Foreign Currency Monetary Translation Difference A/c (119.58) Provisions no longer required (6,246.45) (674.62) Interest Income (49.44) (256.01) Govt Grants & Consumer contribution (Deferred amount 10% written back) (74,431.04) (72,201.40) Provision for Doubtful Debts 10,530.32 6,540.85 Provision for loss for loan given by subsidiary to its Joint Venture 45.83 2,169.24 Operating Profit Before Working Capital Changes 531,790.07 512,940.97 Adjustments for Changes in Working Capital (Increase) /Decrease In Inventories 19,608.17 (50,640.22) (Increase) /Decrease In Trade Receivables (4,416.79) (7,634.52) (Increase) /Decrease In Loan & Advances 15,625.82 11,487.84 Increase /(Decrease) In Provisions (20,352.02) (19,877.11) Increase /(Decrease) In Trade Payables and Other Liabilities 333,094.32 116,624.94 (Increase) /Decrease In Other Current and Non Current Assets (134,735.95) (44,431.57) CASH GENERATED FROM OPERATIONS 740,613.62 518,470.33 Less : Direct Tax Paid (21,005.90) (20,684.22) CASH FLOW FROM OPERATING ACTIVITIES 719,607.72 497,786.12 Less : Exceptional Items - - A. NET CASH FROM OPERATING ACTIVITIES 719,607.72 497,786.12 CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (Net) (926,848.20) (754,227.14) (Increase)/Decrease in CWIP 225,031.57 89,210.22 Dividend Income 1,245.97 1,183.31 Interest Income from Fixed Deposit 49.44 256.01 Investment (6,402.96) (5,998.68) B. NET CASH FROM INVESTING ACTIVITIES (706,924.18) (669,576.28) CASH FLOW FROM FINANCING ACTIVITIES Share Application Money 65,569.44 50,894.43 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

Issue of Equity Share Capital 233,330.52 136,359.84 (Repayment) / Proceeds From Borrowings (205,765.97) 102,482.47 Proceeds from Govt. Grants, Subsidies and Contributions 99,305.81 108,498.68 Interest & Financing Charges Paid (206,795.61) (219,784.25) C. NET CASH USED IN FINANCING ACTIVITIES (14,355.81) 178,451.17 NET INCREASE IN CASH & CASH EQUIVALENTS (A+B+C) (1,672.27) 6,661.01 CASH AND CASH EQUIVALENT AS AT 1-4-2015 (OP.BAL) 50,086.40 43,425.39 CASH AND CASH EQUIVALENT AS AT 31-3-2016 (CL.BAL) 48,414.13 50,086.40 CASH AND CASH EQUIVALENT As at31st March, 2016 As at31s* March, 2015 Cash on hand 13.72 12.04 Cheques on hand 5,808.70 6,501.98 Balance with Scheduled Banks : In Current Accounts 38,274.93 42,639.70 In Fixed Deposit 4,316.77 932.68 Note: (i) The above Cash Flow has been prepared under the Indirect Method as set out in AS-3 : Cash Flow Statement. (ii) Cash and cash equivalents comprise of cash at bank and in hand and short term investments.

As per our report of even date attached For and on behalf of the Board of Directors For Mukund & Rohit Gujarat Urja Vikas Nigam Ltd. Chartered Accountants Firm Registration No. 113375W SUJIT GULATI, IAS PANKAJ JOSHI,IAS CA. S.B. KHYALIA Chairman Managing Director Director (Finance) DIN:00177274 DIN:01532892 DIN:02470485

VINAY SEHGAL CA. M. B. PARIKH PARTHIV BHATT Partner Executive Director Company Secretary Membership No. 109802 (F&A) & CFO Place : Gandhinagar Place : Gandhinagar Date : 29.09.2016 Date : 29.09.2016 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

SIGNIFICANT ACCOUNTING POLICIES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31st, 2016

NOTE: 1 SIGNIFICANT ACCOUNTING POLICIES

GROUP INFORMATION Gujarat Urja Vikas Nigam Limited ('GUVNL' or 'the Company') is a wholly owned undertaking of Govt. of Gujarat incorporated on 22.12.2004 as a Public Limited Company domiciled and incorporated in India. The Consolidated Financial Statements relate to the Company, its Subsidiaries (Gujarat State Electricity Corporation Limited, Gujarat Energy Transmission Corporation Limited, Uttar Gujarat Vij Company Limited, Dakshin Gujarat Vij Company Limited, Paschim Gujarat Vij Company Limited and Madhya Gujarat Vij Company Limited), Associate viz. Gujarat Industries Power Company Limited and Joint Venture viz. Mahaguj Collieries Limited (JV of Gujarat State Electricity Corporation Limited). The Group comprising of the Company and its Subsidiaries, Associate and Joint Venture are mainly engaged in Generation, Transmission, Distribution and Bulk purchase and sale (Trading) of power.

(1) Basis of Preparation The Consolidated Financial Statements are prepared under the historical cost convention in accordance with the generally accepted accounting principles in India. The applicable mandatory Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rule, 2014 of India have been followed in preparation of these Consolidated Financial Statements.

The Notes and Significant Accounting Policies to the Consolidated Financial Statements are intended to serve as a guide for better understanding of the Group's position. In this respect, the Group has disclosed such notes and policies, which represent the needed disclosure.

(2) Principles of Consolidation Significant Accounting policies and Notes to these Consolidated Financial Statements are intended to serve as a means of informative disclosures and a guide for better understanding of the consolidated position of the Group. Recognizing this purpose, only such policies and notes from the individual financial statements have been disclosed which fairly represent the needed disclosures. Lack of homogeneity and other similar considerations made it desirable to exclude some of them, which in the opinion of the management, could be better viewed when referred from the respective Standalone Financial Statements.

The Consolidated Financial Statements are prepared on the following basis: a. The Financial Statements of the Subsidiary Companies, Associate and Joint Venture used in the consolidation are drawn upto the same reporting date as of the Company i.e. year ended 31st March, 2016. b. The Financial Statements of the Company and its Subsidiaries for the accounting year have been Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16 consolidated on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating intra-group balances and unrealized profits or losses on intra group transactions and regrouping / reclassifying items whenever necessary. c. The Consolidated Financial Statements include the share of profit / loss of the Associate (viz. M/s. GIPCL) which has been accounted as per the "Equity Method" and accordingly, the share of profit / loss of the associate has been added to / deducted from the cost of investments. d. Interests in jointly controlled entities (incorporated Joint Ventures) viz. (M/s. MGCL) are reported using proportionate consolidation method in the Consolidated Financial Statements. e. Minority interest in the net assets (of M/s. GETCO) consists of the amount of equity attributable to the minority shareholders at the dates on which investments are made by the Company in the Subsidiary Companies and further movements in their share in equity, subsequent to the dates of investments. f. The difference between the cost of investment in the Subsidiaries and Associate, and the net assets at the time of acquisition of shares in the Subsidiaries and Associate is recognized in the Consolidated Financial Statements as Goodwill or Capital Reserve, as the case may be. g. As far as possible, the Consolidated Financial Statements are prepared using uniform Accounting Policies for like transactions and other events in similar circumstances and appropriate adjustments are made to the Financial Statements of Subsidiary when they are used in preparing the Consolidated Financial Statements than that are presented in the same manner as the Company's Standalone Financial Statements.

(3) Use of Estimates:

The preparation of Financial Statements requires the management to make estimates and assumptions that affect the reported amount of Assets and Liabilities and disclosure of contingent liabilities as at the date of the Financial Statements and the reported amount of revenues and expenses during the reporting period. Management believes that these estimates and assumptions are reasonable and prudent. However, actual results could differ from estimates. Differences between the actual results and the estimates are recognized in the period in which the same are known/ materialized.

(4) Revenue Recognition:

(i) Revenue from Sale of Power and Transmission: Revenue from Sale of Power and Transmission is recognized on accrual basis of energy supplied in accordance with the tariff orders awarded by the Gujarat Electricity Regulatory Commission (GERC) as applicable to the consumers. (ii) Miscellaneous Revenue from consumers: Meter charges, recoveries from theft of Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16 power/malpractices, wheeling charges recoveries are recognized on accrual basis. Miscellaneous charges from consumers are recognized on cash basis except when ultimate realization of such income is certain.

(iii) Surplus power, if any, is sold through bilateral transactions or by puffing bids in Power Exchanges on day-to-day basis and the same is accounted on acceptance of bids.

(iv) Revenue Subsidies / Grants: Revenue Subsidies / Grants are credited to Statement of Profit and Loss.

(v) Interest Income: Interest on investments is booked on a time proportion basis taking into account the amounts invested and the rate of interest.

(vi) Dividend Income: Dividend Income is accounted on accrual basis in the year in which right to receive the dividend is established.

(vii) Other Income: (a) Income from sale of scrap, insurance claims are accounted for on the basis of actual realization. (b) I ncome received in respect of delayed payment charges is accounted for in the subsequent bill, upon realization of the delayed payment made by the consumer. (c) Income on O&M Contract and Carbon Emission Reduction (CERs) are accounted for on accrual basis. (d) Rebate for Prompt Payment towards purchase of power (net), Interest on UI Pool Account, Cash Discount and CDM Benefit are accounted on cash basis. (e) Other income except mentioned above is recognized on accrual basis except when ultimate realization of such income is uncertain.

(5) Fixed Assets:

Fixed Assets are stated at cost, net of tax/duty credit availed, if any, after reducing accumulated depreciation until the date of the Balance Sheet. Direct cost are capitalized until the asset are ready for use and include financial cost relating to any borrowing attributable to acquisition.

In case of fixed assets for new projects, extension or renovation and modernization, the related expenses and interest cost upto Commercial Operation Date (COD) as per Power Purchase Agreement, attributable to such projects or expansions or renovation and modernization are capitalized. Expenses incurred during project implementation and on trial run are treated as incidental expenditure during construction and are accordingly capitalized.

In case of self-constructed assets, deposit works/ cost plus contracts where final settlement of bills with contractors are pending, capitalization is done based on commercially put to use subject to Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16 necessary adjustment in the year of final settlement.

As the frequency and the movement of the replacement of failed transformers is high and the same being regular ongoing process in distribufion network, the cost of replaced transformer is not capitalized and simultaneously the cost of failed transformer is not withdrawn from the asset account. The same is included under the head Inventories in Current Assets.

Recoveries of liquidated damages for completion of projects delays are adjusted as a reducfion in the related project's construcfion costs as and when accepted/settled with E PC contractor.

The amounts contributed towards the cost of Dam and Canal in respect of Ukai Power stafion is treated as Capital Expenditure and is depreciated as "Hydraulic work dam, spillway etc."

Capital spares purchased initially with the equipment or purchased subsequently are capitalised.

(a) Assets Not In Use:

Material Items refired from active use and held for disposal are stated at lower of their net book value and net realizable value and shown separately in the Financial Statements.

(b) Capital Work-in-Progress:

Capital Work-in-Progress includes the cost incurred on fixed assets that are not yet ready for the intended use and is capitalized whenever ready for use. All expenditures are allocated to the projects on pro-rata basis to the accrefion made to respecfive projects. However, common expenditure of Corporate Office and Field Offices are allocated to Capital Work-in-Progress at the predetermined rate.

Claims for price variation are accounted for on their acceptance.

In case of Capital Work-in-Progress for work against Deposits/ Works Contract where the final settlement of bills with contractor is yet to be effected, capitalizafion is done on provisional basis subject to necessary adjustment in the year of final settlement.

A porfion of overhead expenses of Corporate Office and Plant Offices determined on rafional basis are allocated to the project, pro-rata to their capital expenditure for the year and the same are apporfioned to respecfive Capital Work-in-Progress accounts on the basis of accrefion thereto.

The costs incurred and revenue generated during Trial run stage of the Project/Power Stafion are capitalized. Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

(6) Intangible Assets:

Intangible Assets are recorded at the consideration paid for acquisition of such assets and are carried at cost less accumulated amortization and impairment.

(7) Depreciation:

(i) Depreciation is provided on Straight Line Method (SLM) at the rates specified by the Central Electricity Regulatory Commission (CERC) or GERC (MYT) Regulations, 2011, as applicable. In respect of depreciable assets for which no rate has been specified and assets of State Load Dispatch Centre (SLDC), depreciation is provided based on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013.

(ii) Assets having original cost upto '5,000/- have been fully charged to revenue in the year in which the assets are purchased.

(iii) Depreciation on additi'on/deleti'on of Fixed Assets is provided on pro-rata basis from the date on which the asset is put to use/discarded.

(iv) Lease Hold land including development cost is amortized as per the rate notified by GERC.

(v) In respect of "Capital Expenditure resulting in an asset not belonging to the Company" are depreciated as prescribed by the "Electricity (Supply) (Annual Accounts) Rules, 1985".

(vi) Exchange differences arising on long term Foreign Currency monetary items are accumulated in the "Foreign Currency Monetary Item Translation Difference Account" and amortized over the remaining life of the concerned monetary item.

(vii) Capital spares mostly capable of being used in the power stations with near identical or similar technology using similar plants and machineries and are expected to be used during more than one accounting period. These spares are, therefore, depreciated fully over the residual useful life of the plant.

(viii) Intangible Assets are amortized on Straight-Line Method over a period of their estimated useful life not exceeding ten years.

(8) Impairment of Assets:

At each Balance Sheet date an assessment is done as to whether there is any indication that an asset may be impaired. If any such indication exists, the recoverable amount of the asset is estimated. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16 amount. The reduction is treated as an impairment loss and is recognized in the Statement of Profit & Loss. If at the Balance Sheet date, there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount.

(9) Investment:

Investments are either classified as Current or Long Term based on the management contention at the time of purchase. Long term investments are shown at cost. However, when there is a decline, other than temporary in the value of long term investment, the carrying amount is reduced to recognise the decline. Current investments are stated at lower of cost or market value.

(10) Leases:

Assets acquired on Leases where a significant portion of the risk and reward of ownership are retained by the lessor are classified as operating leases. Lease rentals are charged to the Statement of Profit and Loss.

Assets leased out where a significant portion of the risks and rewards of ownership are retained are classified as operating leases. Lease rentals are recognised in the Statement of Profit and Loss.

(11) Inventories:

Inventories are valued at cost or net realizable value whichever is lower. The basis of determining the value of each class of inventory is as follows:

(a) Consumable Stores and Spares At cost (Weighted Average Method). (b) Scrap At cost or Net Realizable Value determined on the basis of realization made in the past period whichever is lower. c) Coal and Oil Lower of grade based purchase cost plus freight and other fuel related cost on monthly weighted average basis or Net Realisable Value (NRV). (d) Scrap/Obsolete assets Estimated cost or Net Realisable Value, whichever is less.

(12) Employee Benefits:

Retirement benefits in the nature of employer's contribution towards Contributory Provident Fund, Employees' Pension Scheme (EPS, 1995) and Group Insurance Scheme (EDLI) etc. are paid/ deposited with appropriate authorities during the year and charged to the Statement of Profit & Loss. The Group has a defined Gratuity plan. Every employee who has rendered continuous service of five Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16 years or more is entitled to get Gratuity at 15 days salary (15/26 x last drawn basic Salary plus Dearness Allowance) for each completed year of service subject to a maximum of '10 Lakhs on superannuation, resignation, termination, disablement or on death. The scheme is funded by the Group and is managed by a separate Trust through Life Insurance Corporation of India (LIC). The year's liability estimated on the basis of actuarial valuation made by LIC is charged to the Statement of Profit & Loss.

Leave encashment benefit available on retirement is provided on the basis of actuarial valuation made by LIC and the year's liability is charged to the Statement of Profit & Loss.

(13) Borrowing Costs:

Borrowing costs that are attributable to acquisition, construction or production of qualifying assets are capitalized as part of such assets. A Qualifying Asset is an asset that necessarily takes a substantial period of time to get ready for its intended use.

The borrowing cost incurred on common funds borrowed generally and used for the purpose of obtaining a qualifying asset, is apportioned on rational basis.

All other borrowing costs are recognized as expense in the period in which they are incurred.

(14) Foreign Exchange Transactions:

Foreign Currency transactions during the year are recorded at the rate of exchange prevailing on the date of transactions. At the year end, all monetary assets and liabilities denominated in Foreign Currency are restated at the closing exchange rates.

Exchange differences arising on translation/settlement of Foreign Currency monetary items is accounted as below:

a) Exchange differences arising on long-term foreign currency monetary items are accumulated in the Foreign Currency Monetary Item Translation Difference Account" and amortized over the remaining life of the concerned monetary item. b) All other exchange differences are recognized as income or as an expense in the period in which they arise.

(15) Taxation: The provision for taxation is ascertained on the basis of assessable profits computed in accordance with the provisions of the Income Tax Act, 1961. In the absence of any prospective taxable income for the year, the tax liability is calculated at the Minimum Alternate Tax (MAT) rate under Section 115JB of the Income Tax Act, 1961. Deferred Tax Assets and Liabilities are recognized on timing differences, being the differences Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16 between Taxable Income and Accounting Income, that originate in one period and are capable of reversal in one or more subsequent periods using tax rates that have been enacted or substantively enacted at the Balance Sheet date. Deferred Tax Assets, other than on unabsorbed depreciation and carried forward losses, are recognised only if there is reasonable certainty that they will be realised in future. Deferred Tax Assets in respect of unabsorbed depreciation and carry forward losses are recognized if there is virtual certainty that there will be sufficient future taxable income available to realize such losses. Deferred Tax Assets are reviewed at each balance sheet date for their realisability.

(16) Provisions, Contingent Liabilities and Contingent Assets:

A provision is recognized when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation.

Provisions are determined based on the best estimate required to settle the obligation at the year end date. These are reviewed at each year-end date and adjusted to reflect the best current estimate.

A disclosure for a Contingent Liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made. Contingent Assets are neither recognised nor disclosed.

(17) Subsidy, Grants & Consumer Contributions:

Subsidies from Govt. of Gujarat are accounted on accrual basis and the Grants from Govt. of Gujarat are accounted on receipt basis except otherwise stated.

In case of DISCOMs, Consumers' Contribution and Capital Grants towards cost of Capital Assets are not reduced from cost of assets. All receipts of consumer contributions and capital grants are treated as deferred credit and 10% of the year-end balance is transferred to the Statement of Profit and Loss.

In other cases, grants and subsidies received for specific assets are reduced from the cost of concerned specific assets.

Capital Grants received under Financial Restructuring Plan (FRP) as promoter's contributions are treated as Capital Reserve forming part of "Shareholder's Fund".

(18) Power Purchase:

Power purchased from IPPs is accounted (net of infirm power, wherever applicable) on the basis of Power Purchase Agreements (PPA) entered into with the respective parties.

Power purchased from Central Sector is accounted on the basis of tariff determined by Central Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

Electricity Regulatory Commission (CERC) through various orders.

Power purchased from Renewable Sources and Traders (Bilateral) is accounted on the basis of contracts entered into with the respective partes.

Need based power is purchased by puffing bids in Power Exchange on day-to-day basis and the same is accounted on acceptance of bids.

The energy accounts in few cases are delayed for settlement due to complexity in transactons involved in power sector. Receivable / payable claims for past period are received due to delayed settlement. Such claims are accounted in the year of receipt as per the prevailing pract'ce.

(19) Penalty:

Penalty for delay in supply of materials is recovered as per the terms of purchase order at the t'me of account'ng the purchases whereas refund of penalty is accounted when the order is fully executed by the supplier and the refund is approved by the competent authority.

Liquidated Damages and Penalt'es in relat'on to purchase of power and complet'on of projects are accounted on actual recovery.

(20) Prior Period Items and Extra-Ordinary Items:

Adjustments arising due to errors or omission in the Financial Statements of earlier years are accounted as "Prior Period" Items. Items of Income & Expenditure, which are not of recurring nature viz., damages due to floods, earthquakes etc., are disclosed as "Extra Ordinary" items. Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

NOTES ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2016

NOTE : 2 SHARE CAPITAL

SR. PARTICULARS (' IN LAKHS) No AS AT 31st MARCH, 2016 AS AT 31st MARCH, 2015 Authorised 2000.00. 00.000 (Previous Year 1000.00. 00.000) Equity Shares of ' 10 each 2,000,000.00 1,000,000.00

Issued *1191,93,45,195 (Previous Year: 893,30,29,563) Equity Shares of ' 10 each 1,191,934.52 893,302.96

Subscribed & Fully Paid-Up *1075,47,06,495 (Previous Year: 842,14,01,295) Equity Shares of ' 10 each fully paid-up 1,075,470.65 842,140.13 TOTAL 1,075,470.65 842,140.13

1 Reconciliation of No. of Equity Shares outstanding and Amount (' ) : Sr. PARTICULARS AS AT 31st MARCH, 2016 AS AT 31st MARCH, 2015 No. Number (' IN LAKHS) Number (' IN LAKHS) of Shares of Shares i Opening Balance 8,421,401,295 842,140.13 7,057,802,895 705,780.29 ii Shares Issued 2,333,305,200 233,330.52 1,363,598,400 136,359.84 iii Shares Bought Back - - - - iv Closing Balance 10,754,706,495 1,075,470.65 8,421,401,295 842,140.13 2 Details of Shareholders holding more than 5% Shares Sr. PARTICULARS As at 31st March, 2016 As at 31st March, 2015 No. Number % age of Number % age of of Shares holding of Shares holding Governor of Gujarat 10,754,706,495 100.00 8,421,401,295 100.00 3 The Company has only one class of equity shares having par value of ' 10 each and is entitled to one vote per share. Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

NOTE : 3 RESERVES AND SURPLUS

SR. PARTICULARS f i LAKHS) NO AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Capital Reserve (Capital Grant under FRP) I As per last Balance Sheet 62,713.82 62,708.04 ii Add: Transfer (to)/from Minority Interest 13.02 5.78 SUB-TOTAL 62,726.84 62,713.82 2 Contingency Reserve Fund i As per last Balance Sheet 12,125.96 5,862.00 ii Add: Addition during the year - 6,400.00 iii Add: Transfer (to)/from Minority Interest 25.11 (136.04) SUB-TOTAL 12,151.07 12,125.96 3 Foreign Currency Monetary Translation Difference Account i As per last Balance Sheet - 39.35 ii Less: Deduction during the year - (39.35) SUB-TOTAL - - 4 Profit and Loss Account i As per last Balance Sheet 343,605.31 284,906.29 ii Add: Profit for the year 65,310.80 64,867.69 iii Add: Share of Associate (GIPCL) 6,551.52 - iv Add: Transfer (to)/from Minority Interest (196.29) 251.27 Less: v Deduction during the year - (79.31) vi Transferred to Contingency Reserve Fund - (6,400.00) vii Transferred to Deferred Revenue Expenditure Share of Joint Venture - Note 33 M - 59.37 SUB-TOTAL 415,271.34 343,605.31 TOTAL 490,149.25 418,445.09

NOTE: 4 SHARE APPLICATION MONEY PENDING ALLOTMENT

SR. PARTICULARS (' IN LAKHS) NO AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Equity Share Application Money 116,463.87 50,894.43 TOTAL 116,463.87 50,894.43 1 The Company has allotted 116,46,38,700 Equity Shares of '10 each to Governor of Gujarat, the existing Shareholder, for cash at par i.e. at '10/- per share, on rights basis on 18.04.2016. The Company received the Share Application Money from Govt. of Gujarat during the Months of February & March, 2016 and accordingly has complied with the provisions of the Companies Act, 2013 w.r.t. issue of Shares. Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

NOTE: 5 DEFERRED GOVERNMENT GRANTS, SUBSIDIES & CONSUMERS' CONTRIBUTIONS

SR. PARTICULARS ( ' IN LAKHS) NO AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 a. Government Grants, Subsidies towards Cost of Capital Assets Opening Balance 250,294.74 258,313.34 Add : Received during the year 26,680.52 19,908.88 Less : Written Back to Statement of Profit and Loss 26,568.10 27,648.71 SUB-TOTAL 250,407.16 250,573.51 2 b. Consumers' Contribution towards Capital Assets Opening balance 376,836.77 332,799.66 Add : Received during the year 60,876.44 78,279.13 Less : Written Back to Statement of Profit and Loss 35,835.32 34,242.02 SUB-TOTAL 401,877.89 376,836.77 TOTAL 652,285.05 627,410.28

1 "The Group Companies are providing depreciation on capital assets related to Electrification & Service Connection on Straight Line Method as per the rates notified by the GERC (MYT) Regulations, 2011. In respect of these assets, the Group Companies are also receiving Consumer Contribution, Grant & Subsidy which is being treated as deferred revenue by the Group Companies. The linking of receipt of Capital Grant, Consumer contribution and subsidy to the creation of fixed assets and charging depreciation / writing back proportionate amount is practically not possible.

Considering the above referred facts and difficulties in working out exact proportionate depreciation and amount for the portion of government grant/consumer contribution received and taking proportionate credit in statement of Profit & Loss, administrative convenience, practical aspects & taking into consideration the very wide geographical distribution network as well as constraints on Relevant & Reliable Information as stated in " Framework for the Preparation & Presentation of Financial Statement" issued by the Accounting Standard Board of ICAI, as per the consistent policy followed by the Group Companies since inception, the Consumer Contribution and Capital Grant / Subsidy is treated as Deferred Credit and 10% (in case of four Distribution Companies) / 11.75% (for GETCO) of the year-end balance of Consumer Contribution and Capital Grant / Subsidy are transferred to the Statement of Profit & Loss as Deferred Income written-back which is reasonably commensurate with depreciation charged on various fixed assets during useful life of the assets." Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

NOTE: 6 LONG TERM BORROWINGS

SR. PARTICULARS ( ' IN LAKHS) No AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 A SECURED LOANS i Term Loan from Banks 1,166,151.76 1,218,397.63 ii Deferred Payment Guarantee (DPG) - 19.11 iii Loans from Financial Institutions 75,473.85 59,185.93 B UNSECURED LOANS I Bonds a 8% Series -X - 8,598.00 b 8% Series -IX - 3,084.01 c 8.95% Series -VIII - 19,402.81 ii Term Loan from Banks 23,000.00 9,000.00 iii Govt. of Gujarat (Related Party) a Loan for Power Purchase 16,695.79 18,150.88 b Loan From ADB 65,219.64 59,922.89 c KHUSHY Loan 1,600.00 2,000.00 iv Loan from Financial Institutions 63,786.71 110,737.64 v Share of Joint Venture - Note 33 C 2,220.92 2,175.95 TOTAL 1,414,148.67 1,510,674.85 1 Bonds are secured by way of guarantee of Govt. of Gujarat. 2 Secured Term Loans from Banks & Financial Institutions are secured by way of mortgage / hypothecation charge over the movable & immovable property, both present and future of the Group Companies.

MATURITY PROFILE OF SECURED & UNSECURED LOANS ( ' IN LAKHS) 2016-17 2017-18 2018-19 2019-20 & After SECURED LOANS i Term Loan from Banks 187,371.30 211,808.22 200,484.40 753,859.14 ii Deferred payment liabilities 19.11 - - - iii Loans From Financial Institutions 63,546.10 40,629.84 16,184.91 18,659.10 UNSECURED LOANS I Bonds a 8% Series -X 8,598.00 - - - b 8% Series -IX 3,084.01 - - - c 8.95% Series -VIII 19,402.81 - - - ii Term Loan from Banks 24,000.00 23,000.00 - - iii Govt. of Gujarat (Related Party) a Loan for Power Purchase 1,455.08 1,455.08 1,455.08 13,785.63 b Loan From ADB 5,597.55 6,846.06 6,846.06 51,527.52 c KHUSHY Loan 400.00 400.00 400.00 800.00 iv Loan from Financial Institutions 75,833.47 47,027.88 15,304.05 1,454.78 TOTAL 389,307.43 331,167.08 240,674.50 840,086.17 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

NOTE: 7 DEFERRED TAX LIABILITIES

SR. PARTICULARS ( ' IN LAKHS) NO AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Deferred Tax Liability 8,664.87 3,712.68 TOTAL 8,664.87 3,712.68

NOTE: 8 OTHER LONG TERM LIABILITIES

SR. PARTICULARS ( ' IN LAKHS) NO AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Amount owing to Licensees 85.29 85.29 2 Deposit from Customer 431,999.50 382,163.72 3 Deposits for Electrification & Service Connection etc. 14,367.27 14,658.60 4 Staff Welfare Fund 16,374.25 15,826.06 5 Deposit and Retention from Supplier And contractor 61,674.79 64,928.72 6 Consumer Contribution (Refundable) 310.44 417.17 TOTAL 524,811.54 478,079.56

NOTE: 9 LONG TERM PROVISIONS

SR. PARTICULARS ( ' IN LAKHS) NO AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Gratuity 38,922.16 41,369.58 2 Leave Encashment 87,931.31 78,604.51 TOTAL 126,853.47 119,974.09

NOTE: 10 SHORT TERM BORROWINGS

SR. PARTICULARS ( ' IN LAKHS) NO AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 A Secured: 1 Cash Credit from Banks 25,537.35 18,495.57 2 Working Capital Loans from Banks 31,032.28 3,755.84 B Unsecured: 1 Short Term Bill Discounting from Banks 170,025.00 313,583.00 TOTAL 226,594.63 335,834.41 1 Cash Credit Limit is secured against hypothecation charge in favour of UCO Bank Consortium on the Stocks and Book Debts of the Company and its six Subsidiary Companies ranking pari-passu. Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

NOTE: 11 TRADE PAYABLES

SR. PARTICULARS ( ' IN LAKHS) NO AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Dues to Micro, Small & Medium Enterprises - - 2 Other than Micro, Small & Medium Enterprises (Liabilities related to Purchase of Power and Others) 493,339.49 289,021.72 3 Fuel Related Liabilities 33,085.16 24,635.76 4 Share of Joint Venture - Note 33 C 2.23 0.12 TOTAL 526,426.88 313,657.60 Dues to SSIs and Interest on Delayed Payments: 1 Based on the details available regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprises Development Act, 2006" there are no dues to micro, small and medium enterprises as at 31st March, 2016 on account of principal amount together with interest for delayed payment under the Act (Previous Year : Nil). 2 No claim has been received for interest from any suppliers under the "Interest on Delayed Payments to Small Scale and Ancillary Industrial Undertakings Act, 1993". NOTE: 12 OTHER CURRENT LIABILITIES

SR. PARTICULARS ( ' IN LAKHS) No AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Current maturities of Long Term Debt: A SECURED i Secured Term Loans from Banks 187,371.30 218,432.92 ii Loan from Financial Institution 63,546.10 12,977.49 iii Deferred Payment Guarantee (DPG) 19.11 119.85 B UNSECURED I Bonds a 8% Series -X 8,598.00 6,448.50 b 8% Series -IX 3,084.01 2,313.00 c 8.95% Series -VIII 19,402.81 14,552.09 ii Unsecured Term Loans from Banks 24,000.00 2,000.00 iii Govt. of Gujarat (Related Party) a Loans for Power Purchase 1,455.08 1,105.08 b Loans from ADB 5,597.55 4,349.02 c KHUSHY Loan 400.00 400.00 iv Loans from Financial Institutions 75,833.47 106,866.02 2 Liabilities related to : I O&M Supplies and Works 32,568.79 30,648.42 ii Staff 793.73 653.17 iii Unclaimed Amount Relating to Borrowings 405.62 372.79 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

SR. PARTICULARS ( ' IN LAKHS) No AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 iv Interest Accrued But Not Due on Loans 23,267.93 23,300.13 v Interest Accrued But Not Due on Bonds 1,164.30 3,358.77 vi Interest Accrued and Due on Loans 9,879.53 9,906.11 vii Interest payable on Consumers Security Deposit 18,840.99 17,552.94 viii Electricity Duty payable to State Govt. 338.65 85.99 ix Liability towards payment of Tax 3,177.61 2,739.61 x Capital Creditors 46,408.36 39,557.52 xi Deposit from Customer 264.99 482.33 xii Deposit and Retention from Suppliers & Contractors 179,714.67 170,958.39 xiii Deposits for Electrification & Service Connection etc. 95,960.38 88,251.46 xiv Staff Welfare Fund 1,296.71 1,294.62 xv Liabilities for Consumers Contribution-Refundable 1,814.97 454.25 3 Other Liabilities i Liability for Interest Received-—Outside Parties 29.67 935.24 ii Board of Trustees--- CPF 369.80 970.32 iii Provision for expense 64,004.53 50,702.30 iv Income Received in Advance 111,705.01 113,726.65 v Grants Un-allocated 76.94 451.88 vi Corpus Fund of Bal Urja Rakshak Dal 44.64 41.75 vii Others 30,509.60 18,589.87 4 Share of Joint Venture - Note 33 C 0.38 0.14 TOTAL 1,011,945.23 944,598.62 1 Bonds are secured by way of guarantee of Govt. of Gujarat. 2 Secured Term Loans from Banks & Financial Institutions are secured by way of mortgage / hypothecation charge over the movable & immovable property, both present and future of the Group Companies.

NOTE: 13 SHORT TERM PROVISIONS

SR. PARTICULARS ( ' IN LAKHS) NO AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Provision for Employee Benefits i Leave Encashment 11,795.13 10,812.23 ii Gratuity 20,608.03 19,432.01 iii Bonus 746.51 224.24 2 Provision for Tax i Provision for Income Tax 5,213.58 5,213.58 ii Provision for Income Tax (MAT) 4,796.46 4,774.35 iii Provision for Fringe Benefit Tax 1.91 1.91 iv Provision for Wealth Tax 0.12 18.70 3 Share of Joint Venture - Note 33 C 0.33 1.87 TOTAL 43,162.07 40,478.89 NOTE: 14 FIXED ASSETS (? in Lakh)

Gross Block (At Cost) Accumulated Depreciation N e t B lo c k

A s a t A d d it io n s Deductions/A A s a t A s a t F o r T h e Deductions/A A s a t Provision for Provision for A s a t A s a t 3 1 s t CONSOLIDATEDFINANCIALSTATEMENTS 15-16

S r . N o Particulars 1st April, 2015 D u r in g t h e d ju s t m e n t s 31st M arch, 2016 1st April, 2015 P e r io d d ju s t m e n t s 31st March, Impairment of Im pairm ent as 31st March, M arch, 2015 y e a r 2 0 1 6 a s o n 3 1 s t on 31st M arch, 2 0 1 6 M arch, 2016 2 0 1 5 Gujarat Urja Vikas Nigam Limited Limited Nigam Vikas Urja Gujarat A Tangible Assets 1 Land & Land Rights 4 8 ,6 3 3 .7 7 2 0 ,6 2 2 .1 4 2 5 2 .8 3 6 9 ,0 0 3 . 0 8 6 9 ,0 0 3 . 0 8 4 8 , 6 3 3 .7 7 2 B u ild in g 1 6 2 ,0 9 4 .0 1 3 1 ,9 5 5 .4 1 2 6 1 .3 9 1 9 3 ,7 8 8 .0 3 3 6 , 9 5 5 .3 8 5 ,9 0 5 .5 8 6 7 .5 5 4 2 ,7 9 3 . 4 1 2 7 .8 2 2 7 .8 2 1 5 0 ,9 6 6 .8 0 1 2 5 ,1 1 0 .8 1 3 Hydraulic W orks 9 3 ,6 3 9 .3 7 1 8 ,1 5 9 .6 3 1 .3 7 1 1 1 ,7 9 7 .6 3 3 2 , 8 6 0 .2 9 5 ,0 6 5 .4 0 2 .3 1 3 7 ,9 2 3 . 3 8 4 4 5 .2 8 4 4 5 .2 8 7 3 ,4 2 8 . 9 7 6 0 , 3 3 3 .8 0

4 Other Civil W orks 1 5 4 ,0 1 9 .9 0 2 8 , 7 0 3 .8 8 3 5 1 .9 2 1 8 2 ,3 7 1 .8 6 2 2 ,0 6 0 .2 2 5 ,7 4 5 .6 4 3 6 .3 4 2 7 ,7 6 9 .5 2 2 0 .3 2 2 0 .3 2 1 5 4 ,5 8 2 .0 2 1 3 1 ,9 3 9 . 3 6 12th Report2015-16Annual 5 Plant & M achinery 2,635,789.54 5 0 7 ,6 5 8 .9 2 5 ,8 7 3 .7 8 3,137,574.68 9 3 7 ,8 8 4 . 1 6 1 5 3 ,0 5 7 .4 3 3 ,4 4 2 .0 0 1,087,499.59 9 7 .4 6 9 7 .4 6 2,049,977.63 1,697,807.91 6 Lines & Cable Network 2,175,545.58 3 2 0 ,6 9 7 .3 3 3 ,1 8 1 .5 1 2,493,061.40 6 3 7 ,8 0 6 .7 1 1 2 1 ,9 5 2 .9 8 7 8 2 .1 7 7 5 8 ,9 7 7 . 5 3 6 8 .7 0 6 8 .7 0 1,734,015.17 1,537,670.15 7 V e h ic le s 3 ,3 4 4 .1 5 5 7 3 .9 1 2 7 1 .5 1 3 , 6 4 6 . 5 5 2 ,0 3 3 .1 6 1 9 5 .7 5 1 9 2 .5 9 2 ,0 3 6 .3 2 3 7 .3 1 3 7 .3 1 1 ,5 7 2 .9 2 1 ,2 7 3 .6 8 8 Furniture & Fixtures 1 2 ,6 5 7 .9 2 8 ,9 7 5 .1 8 3 2 .5 7 2 1 ,6 0 0 .5 3 5 ,5 9 8 .7 8 9 5 6 .1 2 6 3 .5 6 6 ,4 9 1 .3 4 2 1 0 .3 0 2 1 0 .3 0 1 4 ,8 9 8 .8 9 6 ,8 4 8 . 8 4 9 Office Equipments 2 9 ,6 7 6 .2 8 2 ,5 6 9 .9 2 6 0 9 .2 8 3 1 ,6 3 6 . 9 2 1 0 ,6 4 2 .6 8 3 ,3 7 8 .6 0 5 8 5 .3 7 1 3 ,4 3 5 .9 1 2 0 1 .7 8 2 0 1 .7 8 1 7 ,9 9 9 . 2 3 1 8 , 8 3 1 .8 3 1 0 C o m p u t e rs 1 3 ,5 1 9 .0 6 1 7 .2 1 2 4 .6 2 1 3 ,5 1 1 .6 5 1 2 ,5 8 9 .5 8 6 2 .0 0 2 2 .8 1 1 2 ,6 2 8 .7 7 8 8 2 .8 7 9 2 9 .4 7 Cap. Exp. Resulting in assets not 11 belonging to the board 3 9 6 .7 9 0 .0 0 3 9 6 .7 9 1 6 2 .8 2 1 7 .3 2 1 8 0 .1 4 2 1 6 .6 5 2 3 3 .9 6 12 Cap. Spares at Gen. Stations 1 0 6 ,0 1 5 .4 8 1 8 ,7 1 3 .2 4 2 7 ,5 9 6 .6 6 9 7 ,1 3 2 .0 6 3 5 , 9 7 1 .4 6 1 1 ,4 1 4 .0 5 8 ,5 7 8 .2 2 3 8 ,8 0 7 . 2 9 5 8 ,3 2 4 .7 7 7 0 ,0 4 4 .0 1 13 Lease Hold Land 8 ,6 4 3 .4 3 1 ,1 7 1 .8 3 9 ,8 1 5 . 2 6 7 9 7 .3 7 4 5 6 .3 6 (0 .0 1 ) 1 ,2 5 3 .7 4 8 ,5 6 1 .5 2 7 ,8 4 6 .0 6

1 4 Share of Joint Ventures - Note 33 C 3 .9 7 3 .9 7 3 .2 7 0 .2 5 3 . 5 2 0 . 4 5 0 .7 0

T o ta l (A ) 5,443,979.25 9 5 9 ,8 1 8 .6 0 3 8 ,4 5 7 .4 4 6,365,340.41 1,735,365.89 3 0 8 ,2 0 7 .4 8 1 3 ,7 7 2 .9 1 2,029,800.46 1 ,1 0 8 . 9 7 1 ,1 0 8 .9 7 4,334,430.97 3,707,504.35

B Intangible Assets 1 C o m p u t e r S o f t w a re 9 ,3 4 3 .5 0 9 , 3 4 3 . 5 0 4 ,7 1 2 .6 2 9 6 2 .0 0 5 ,6 7 4 .6 2 3 ,6 6 8 .8 8 4 ,6 3 0 .8 8 T o t a l( B ) 9 ,3 4 3 . 5 0 9 , 3 4 3 . 5 0 4 ,7 1 2 . 6 2 9 6 2 . 0 0 5 ,6 7 4 .6 2 3 ,6 6 8 .8 8 4 , 6 3 0 . 8 8

T o t a l{ A + B ) 5,453,322.75 9 5 9 ,8 1 8 .6 0 3 8 ,4 5 7 .4 4 6,374,683.91 1,740,078.51 3 0 9 ,1 6 9 .4 8 1 3 ,7 7 2 .9 1 2,035,475.08 1 ,1 0 8 . 9 7 1 ,1 0 8 .9 7 4,338,099.85 3,712,135.23 Previous Year 4,682,207.21 8 3 0 ,4 2 3 . 6 8 5 9 ,3 0 8 .1 6 5,453,322.73 1,458,341.33 2 8 3 ,6 9 1 .1 0 1 ,9 5 4 .3 6 1,740,078.53 1 ,1 0 8 .9 7 1 8 .2 5 3,712,135.23 Capital W ork-in-Progress 5 4 0 ,2 7 4 .4 4 7 6 5 ,3 0 6 .0 0 Intangible Asset under

development 2 1 .8 6 2 1 .8 6

Note: 1 Upto FY 2013-14, the four Distribution Companies had been charging depreciation on fixed assets as per the rates specified in Schedule XIV of the Companies Act, 1956. During FY 2014-15, the four distribution Companies and GUVNL changed the rates of depreciation from Straight Line Method as per rates prescribed in Schedule XIV to the Companies Act, 1956 to the Straight line method as per depreciation rates notified by GERC (MYT) Regulations, 2011. The depreciation rates as per GERC(MYT) Regulations have been made applicable retrospectively w.e.f 1st April 2011 by the four Distribution Companies.

2 Certain premises of MGVCL have been given on lease for which no information is available w.r.t its gross block, depreciation block and net block. Flence, the disclosures for L N i^ U G such leased out properties of MGVCL have not been given separately as required under Revised Schedule VI. 3 Consequent upon unbundlingoferstwhileGEB, various land and buildings of Group Companies are shared/used by the Group other than the owner. User changes thereof are not recovered or provided for in absence of any mechanism for its determination and thus the same cannot be ascertained. , Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

NOTE: 15 NON CURRENT INVESTMENT

SR. PARTICULARS (' IN LAKHS) No AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 INVESTMENT IN EQUITY INSTRUMENTS 1 Investment in Associate Companies A Quoted I 4,05,90,279 (Previous Year 4,05,90,279 ) Equity Shares of ' 10/- each in Gujarat Industries Power Co. Ltd., fully paid-up. 51,939.07 40,338.89 2 Investment in Other Companies A Quoted I 1,68,50,000 (Previous Year 1,68,50,000 ) Equity Shares of ' 10/- each in Gujarat State Petronet Ltd., fully paid-up. 1,685.00 1,685.00 B Un-quoted I 19,30,013 (Previous Year 19,30,013 ) Equity Shares of '100/- each in Gujarat Power Corporation Ltd., fully paid-up. 1,930.01 1,930.01 ii 2,90,03,636 (Previous Year 2,90,03,636 ) Equity Shares of '10/- each in Gujarat State Energy Generation Ltd., fully paid-up. 2,990.40 2,990.40 iii 50,000 (Previous Year 50,000 ) Equity Shares of '10/- each in GSPC Gas Co. Ltd., fully paid-up. 5.00 5.00 iv 25,00,000 (Previous Year 25,00,000) Equity Shares of '10/- each in Power Exchange of India Ltd., fully paid-up 250.00 250.00 v 300 (P.Y. 700) Equity Shares of ' 25 each, in Kalupur Commercial Co-Operative Bank LTD., fully paid up 0.08 0.18 vi 2500 (P.Y. 2500) Equity Shares of ' 10 each, in Saraswat Co Operative Bank Ltd., fully paid up 0.25 0.25 vii NIL (P.Y. 200) Equity Shares of ' 50 each, in Ahmedabad Mercantile Co Operative Bank Ltd., fully paid up - - C Investment in Government Securities (Quoted) 12,403.83 5,887.88 Particulars No. of Units Rate Amount (' In lakhs) 8.28% GOI 2027 1 5 ,0 0 ,0 0 0 9 6 .6 4 1 ,4 4 9 .6 0 8.24% GOI 2027 1 5 ,0 0 ,0 0 0 9 6 .6 1 1 ,4 4 6 .1 5 9.38% AP SDL 2023 1 5 ,0 0 ,0 0 0 1 0 2 .3 4 1 ,5 3 5 .1 0 9.99% RAJ SDL 2028 5 ,0 0 ,0 0 0 1 0 7 .8 2 5 3 9 .1 0 9.67% Jharkhand SDL 2024 8 ,8 0 ,0 0 0 1 0 4 .3 1 9 1 7 .9 3 9.16% RAJ SDL 2028 1 ,0 8 ,0 0 0 1 0 8 .0 8 1 1 6 .7 3 8.57% UP SPECIAL SDL 1 0 ,0 0 ,0 0 0 1 0 2 .5 2 1 ,0 2 5 .2 0 8.75% TN SDL 2022 2 0 ,0 0 ,0 0 0 1 0 2 .6 8 2 ,0 5 3 .6 0 8.58% UP Special SDL 2024 5 ,0 0 ,0 0 0 1 0 2 .1 8 5 1 0 .9 0 8.96% RAJ Special SDL 2024 1 0 ,0 0 ,0 0 0 1 0 4 .5 9 1 ,0 4 5 .9 0 8.32% CHHATISHGARH SDL 1 5 ,0 0 ,0 0 0 1 0 0 .9 7 1 ,5 1 4 .5 5 9.99% RAJ SDL SPL 2 ,1 7 ,0 0 0 1 1 4 .7 8 2 4 9 .0 7 Total 12,403.83 TOTAL 71,203.64 53,087.61 Aggregate Cost of Quoted Investments 66,027.90 47,911.77 Aggregate Cost of Un-Quoted Investments 5,175.74 5,175.84 Aggregate Market Value of Quoted Investments 55,765.16 61,655.93 Additional Information:- Equity accounted Associate viz. GIPCL: i Net Assets as at date of acquisition 12,970.65 12,970.65 ii Capital Reserve on acquisition (2,378.30) (2,378.30) iii Acquisition cost 10,592.35 10,592.35 iv Share of Profits post acquisition 41,346.72 29,746.54 Total 51,939.07 40,338.89 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

NOTE: 16 LONG TERM LOANS AND ADVANCES

SR. PARTICULARS ( ' IN LAKHS) NO AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 A Secured, considered good 1 Loans to Staff 12,764.33 12,305.73 B Unsecured, considered good 1 Capital Advances 22,876.29 4,814.47 2 Loans to Staff 3,897.38 3,759.06 3 Loans & Advances - Others 61.91 114.92 C Doubtful 1 Loan to Joint Venture Company by Subsidiary Company GSECL 2,215.06 2,169.24 Less: Provision for loss for loan given by GSECL to its Joint Venture (2,215.06) (2,169.24) TOTAL 39,599.91 20,994.19 1 Loans to Staff are secured by way of hypothecation of House / Four-wheeler / Two-wheeler for which the loans have been given.

NOTE: 17 OTHER NON CURRENT ASSETS SR . PARTICULARS ( ' IN LAKHS) NO AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Deposits with others 7,683.90 6,326.59 2 Dues from PDC 88,679.98 96,382.30 Less: Provision for Doubtful Dues (86,245.60) (85,163.48) 2,434.38 11,218.82 3 Income Accrued But Not Due 6,203.89 4,859.35 4 Amount recoverable from Employees 239.56 207.03 5 Others 1,059.38 412.47 6 Share of Joint Venture - Note 33 C 2,176.28 2,176.28 TOTAL 19,797.39 25,200.54

NOTE: 18 CURRENT INVESTMENTS

SR. PARTICULARS ( ' IN LAKHS) NO AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Investment in Government Securities - 112.88 TOTAL - 112.88 Aggregate Cost of Quoted Investments - 112.88 Aggregate Market Value of Quoted Investments - 116.33 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

NOTE: 19 INVENTORIES

SR. PARTICULARS ( ' IN LAKHS) NO AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Stock of materials at Other Stores 142,758.74 154,060.43 2 Materials at Site 7,081.81 8,729.74 3 Materials pending Inspection 1,150.64 5,144.04 4 Materials in Transit 626.58 316.35 5 Other Materials Accounts 46,563.63 48,272.10 6 Mat. Stock Excess / Shortage Pending Investigation. 1,045.32 797.81 7 Fuel Stock 51,330.43 52,672.06 SUB TOTAL 250,557.15 269,992.53 8 Less: Provision for loss on pending investigation (2,571.63) (2,398.84) TOTAL 247,985.52 267,593.69

NOTE: 20 TRADE RECEIVABLES SR. PARTICULARS ( ' IN LAKHS) NO AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Unsecured, Considered Good 350,146.85 349,402.98 Less: Deferred ED & TSE from Consumers (14,198.50) (13,714.86) Provision for doubtful debts (22,264.74) (16,113.38) SUB TOTAL 313,683.62 319,574.74 2 Doubtful 12,376.87 10,428.21 Less: Deferred ED & TSE from Consumers (766.78) (766.78) Provision for doubtful debts (11,101.98) (8,930.89) SUB TOTAL 508.11 730.54 TOTAL 314,191.74 320,305.28 1 As there are large no. of Consumers for the four Distribution Companies, it is impracticable to obtain confirmation of all the balances. Further, since there is a stringent recovery mechanism of consumers' dues as per GERC Regulations, the outstanding balances are considered good & recoverable except those provided for.

Out of the above: ( ' IN LAKHS) AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 Debts outstanding for a period exceeding six months 129,888.47 133,010.66 Debts outstanding for a period less than six months 232,635.24 226,820.53 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

NOTE: 21 CASH AND BANK BALANCES SR. PARTICULARS ( ' IN LAKHS) NO AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Cash and Cash Equivalent i Cash on hand 13.72 12.04 ii Remittance-in-Transit 1,311.43 734.91 iii Cheques on hand 4,496.40 5,765.24 2 Balance with Scheduled Banks i In Current Accounts 38,274.93 42,639.70 3 Other Bank Balances i - In Fixed Deposit (Maturity within 3 months) 47.40 17.85 ii - In Fixed Deposit (Maturity within 3 to 12 months) 4,230.77 887.43 iii - In Fixed Deposit (Maturity after 12 months) 38.61 27.39 4 Share of Joint Venture - Note 33 C 0.87 1.84 TOTAL 48,414.12 50,086.40

NOTE: 22 SHORT TERM LOANS AND ADVANCES SR. PARTICULARS ( ' IN LAKHS) NO AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Advances to / for and recoverable from I O&M and Fuel supplies and works 13,463.98 31,084.32 ii Advance to IPP against power purchase 10,000.00 - iii Staff 3,813.05 3,580.69 iv Others 201.50 219.42 2 Advance Tax, TDS and FBT 10,181.82 9,958.25 3 Prepaid Expenses 3,453.40 9,542.55 TOTAL 41,113.75 54,385.23 1 Loans to Staff are secured by way of hypothecation of House / Four-wheeler / Two-wheeler for which the loans have been given.

NOTE: 23 OTHER CURRENT ASSETS SR . PARTICULARS ( ' IN LAKHS) No. AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Assets not in use 1,038.25 975.31 2 Income Accrued & Due 869.68 728.63 3 Income Accrued But Not Due 4,531.33 5,217.65 4 Deposits with Others 4,248.16 5,223.86 5 Amount recoverable from Employees 189.01 201.09 6 Electricity Duty and Tax on Sale of Electricity 12,501.65 6,350.60 7 Unbilled Revenue 63,857.59 46,517.57 8 Subsidy Receivable from Government 467,603.78 355,077.02 9 Gujarat Energy Training & Research Institute 238.10 422.68 10 Others 10,297.64 4,520.56 11 Share of Joint Venture - Note 33 C 0.14 1.26 TOTAL 565,375.33 425,236.23 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

NOTE ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016

NOTE: 24 REVENUE FROM OPERATIONS

SR. PARTICULARS ( ' IN LAKHS) NO For The Year Ended For The Year Ended 31st March, 2016 31st March, 2015 1 Revenue from Operations i Sale of Power a Sale of Power through Power Exchanges & Bilateral Arrangements 73,379.47 221,201.22 b Residential General Purpose 520,957.97 470,505.25 c General Lighting Purpose 13,929.01 7,873.73 d Non-residential General Purpose & LT Medium Demand 713,200.95 625,771.41 e HT Industrial 1,578,574.64 1,414,662.11 f Public lighting 14,406.71 13,059.35 g Traction Railways 39,549.72 48,937.66 h Irrigation Agricultural 470,875.72 429,227.46 i Public Water Works and Sewerage Pumps 79,668.86 72,024.78 j Bulk Licensee 1,433.84 1,511.83 k Others 6.34 2.39 SUB-TOTAL 3,505,983.24 3,304,777.19 ii Revenue from Transmission 25,770.24 25,364.67 iii Parallel Operation Charges 4,549.62 4,519.60 iv SLDC Fees & Charges 463.32 932.37 v Net Unscheduled Interchange Income 16,376.81 25,090.26 SUB-TOTAL 47,159.99 55,906.90 Total Revenue from Operations (1) 3,553,143.22 3,360,684.09 2 Other Operating Revenue i Agriculture Subsidy 110,000.00 110,000.00 ii Delayed Payment Charges from Consumers 14,764.06 14,477.83 iii Rebate for Prompt Payment 36,136.33 25,135.20 iv Meter Charges/Service Line Charges 21,657.69 20,523.83 v Recoveries for theft of power / Malpractices 17,724.69 13,497.72 vi Wheeling Charges Recoveries 1,378.07 1,333.60 vii Sale of Fly-Ash 5,814.67 7,690.74 viii Miscellaneous Charges from Consumers 78,623.54 50,279.00 ix Liquidated Damages 3,599.57 1,410.31 x CDM Benefit from Renewable Energy Sources - 61.73 Total Other Operating Revenue (2) 289,698.61 244,409.96 TOTAL (1+2) 3,842,841.84 3,605,094.05 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

NOTE: 25 OTHER INCOME

SR. PARTICULARS ( ' IN LAKHS) No For The Year Ended For The Year Ended 31st March, 2016 31st March, 2015 1 INTEREST i Interest on Staff Loans and Advances 2,341.38 2,081.26 ii Interest on Other Loans and Advances 1,636.17 275.01 iii Interest Income from Investments 806.00 267.83 SUB-TOTAL 4,783.55 2,624.10 2 Dividend Income i - From Associate 959.61 1,014.76 ii - From Other Investments 286.36 168.55 3 Provision no longer required 6,246.45 674.62 4 Deferred Income (10% / 11.75% of Capital Grant & Consumer Contribution Written Back) 74,431.04 72,201.40 5 Gain on Sale of Fixed Assets 1,021.48 1,209.65 6 Penalties received from Suppliers (Net of Refund) 4,959.24 7,365.01 7 Income from Sale of Scrap 787.23 1,212.90 8 Miscellaneous Income 21,004.98 20,184.32 9 Share of Joint Venture - Note 33 C 0.06 0.11 TOTAL 114,480.00 106,655.42

NOTE: 26 COST OF FUEL CONSUMED

SR. PARTICULARS ( ' IN LAKHS) No. For The Year Ended For The Year Ended 31st March, 2016 31st March, 2015 Cost of Fuel Consumed 1 Materials / Fuel consumed i - Coal 451,668.87 523,282.88 ii - Oil 7,200.54 11,211.60 iii - Gas 66,339.48 27,454.69 iv - Water 7,576.86 6,867.01 v - Lime 2.21 8.47 2 Other Fuel related costs 1,772.56 2,912.62 3 Lubricant and Consumables 1,028.93 1,407.35 4 Station Supplies 331.27 496.25 TOTAL 535,920.72 573,640.87 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

NOTE: 27 PURCHASE OF POWER

SR. PARTICULARS ( ' IN LAKHS) No. For The Year Ended For The Year Ended 31st March, 2016 31st March, 2015 1 From Central Sector: i Nuclear Power Corporation of India Ltd. 78,402.35 87,416.96 ii NTPC Ltd. 503,612.41 513,519.90 iii Sardar Sarovar Narmada Nigam Ltd 6,848.33 9,326.78 SUB-TOTAL 588,863.09 610,263.64 2 From IPPs: A Private Sector: i Essar Power Limited - 12,233.05 ii CLP India Pvt. Ltd. 68,474.25 66,917.66 iii Essar Power Gujarat Ltd. 155,126.14 171,665.23 iv ACB India Ltd. 30,393.08 30,099.59 v Adani Power Ltd. 384,210.18 358,276.85 vi Coastal Gujarat Pvt. Ltd. 299,384.55 294,602.96 B State Sector: i Gujarat Industries Power Company Limited 98,183.30 96,000.16 ii Gujarat State Energy Generation Limited 21,586.12 30,351.93 iii Gujarat Mineral Development Corporation Limited 25,461.84 22,834.43 iv GPPC Pipavav 64,536.67 32,327.73 SUB-TOTAL 1,147,356.14 1,115,309.59 3 From Others: i Wind Farms 159,550.89 134,523.46 ii Purchase of Solar Power and other Renewable Sources 188,628.58 200,478.29 iii Purchase of Power from Non Renewable Sources 151,516.23 - iv Captive Power Plants 123.54 668.19 v Purchase of REC - 2,250.87 SUB-TOTAL 499,819.23 337,920.81 4 Wheeling / Transmission Charges: i Power Grid Corporation of India Ltd. and Others 184,367.29 123,627.37 ii DSM / UI Charges 16,097.44 11,710.92 SUB-TOTAL 200,464.73 135,338.29 TOTAL 2,436,503.19 2,198,832.33 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

NOTE: 28 EMPLOYEES BENEFIT EXPENSE

SR. PARTICULARS ( ' IN LAKHS) No. For The Year Ended For The Year Ended 31st March, 2016 31st March, 2015 1 Salaries, Allowances & Leave Encashment 255,593.97 224,246.74 2 Contribution to PF & Other Funds 23,630.67 22,046.85 3 Retirement and Other Benefits 31,079.03 25,205.80 4 Staff Welfare 6,330.75 3,991.34 SUB-TOTAL 316,634.42 275,490.73 5 Less: Employee Cost Capitalised (73,386.10) (75,016.32) 6 Share of Joint Venture - Note 33 C 37.76 50.90 TOTAL 243,286.08 200,525.31

NOTE: 29 FINANCE COSTS

SR. PARTICULARS (' IN LAKHS) No. For The Year Ended For The Year Ended 31st March, 2016 31st March, 2015 1 Interest i Interest on State Government Loans 7,691.19 7,363.67 ii Interest on Bonds 3,175.68 5,710.03 iii Interest on REC and PFC Loans 7,135.70 8,523.92 iv Interest on NABARD Loans 18,269.69 17,848.55 v Interest on Working Capital Facilities and other Loans 180,190.52 178,955.61 vi Interest to Consumers on Security Deposits, Advances, etc. 30,486.92 28,237.59 SUB-TOTAL 246,949.70 246,639.37 2 Financial Charges i Guarantee Fees/Charges 709.32 1,127.88 ii Bank Charges and Commission 504.67 632.83 iii Others 2,069.13 8,773.80 SUB-TOTAL 3,283.12 10,534.51 3 Less: Interest Cost Capitalised (43,437.21) (37,389.63) TOTAL 206,795.61 219,784.25 1 In case of Distribution Companies as the outstanding balance of Consumers' Security Deposits are under reconciliation, interest is provided on the basis of subsidiary records. In the opinion of the management, provision of interest on the balances as per the subsidiary records are considered adequate having regard to the fact that cases on which interest is not provided are very old and unidentifiable for which consumers have not turned up for refund of Deposits. Interest on the same would be accounted as and when it is claimed. Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

NOTE: 30 OTHER EXPENSES

SR. PARTICULARS (' IN LAKHS) No. For The Year Ended For The Year Ended 31st March, 2016 31st March, 2015 1 Repairs & Maintenance i Building and Civil Works 5,451.47 6,279.69 ii Plant and Machinery 53,193.34 40,255.24 iii Lines, Cable Network etc. 16,930.33 19,445.20 iv Others 4,362.72 3,868.73 SUB-TOTAL 79,937.86 69,848.86 2 Rent, Rates and Taxes 2,325.78 2,376.81 3 Insurance 1,351.36 1,170.08 4 Telephone & Postage Expenses 1,734.00 1,483.61 5 Audit Fees 110.12 105.27 6 Travelling & Conveyance 6,295.68 6,219.37 7 Printing & Stationery 2,474.67 2,525.25 8 Advertisement 270.01 311.55 9 Electricity Charges 2,327.67 853.30 10 Vehicle Expense 8,654.15 8,224.99 11 Expenditure on Consumer Billings 1,808.49 1,814.24 12 Remuneration to Collection Agencies 1,645.79 1,644.26 13 Bad and Doubtful Debts 10,530.32 6,540.85 14 Misc. losses written off 9,964.06 23,064.35 15 Provision for loss for loan given by subsidiary to its Joint Venture 45.83 2,169.24 16 Expenditure on Training to Staff 751.24 742.63 17 Legal & Professional Fees 6,273.27 7,997.49 18 Loss on Sale of Fixed Asset 595.92 935.09 19 Discount to Consumer for Timely Payment of Bills 1,196.51 3,496.21 20 Miscellaneous Expenses 17,900.19 15,640.34 SUB-TOTAL 76,255.06 87,314.93 Less: 21 Administration and General Cost Capitalised (13,909.26) (15,753.59) 22 Share of Joint Venture Note - 33 C 10.18 8.07 TOTAL 142,293.84 141,418.28 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

NOTE: 31 PRIOR PERIOD ADJUSTMENT

SR. PARTICULARS (' IN LAKHS) No. For The Year Ended For The Year Ended 31st March, 2016 31st March, 2015 Income 1 Excess Provision Written Back 532.75 1,974.62 2 Other Income 485.76 467.56 SUB-TOTAL 1,018.51 2,442.18 Expenses 1 Power and Fuel cost 5,942.83 113.25 2 Depreciation (779.33) 23,774.84 3 Other Adjustments relating Prior Period 598.93 2,317.67 SUB-TOTAL 5,762.43 26,205.76 TOTAL (4,743.92) (23,763.58)

NOTE: 32 TAX EXPENSES

SR. PARTICULARS (' IN LAKHS) No. For The Year Ended For The Year Ended 31st March, 2016 31st March, 2015 1 Current Tax (MAT) 20,895.96 20,624.96 2 Write Back of Previous Years' Tax Provision (19.68) (103.13) 3 Deferred Tax 4,952.19 3,712.68 TOTAL 25,828.47 24,234.51

NOTE : 33 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A Particulars of Subsidiaries

SR. Name of Subsidiaries Country of FOR THE YEAR ENDED FOR THE YEAR ENDED No. Incorporation 31st MARCH, 2016 31st MARCH, 2015 1 Gujarat Energy Transmission Corporation Limited (GETCO) India 97.99% 97.79% 2 Gujarat State Electricity Corporation limited (GSECL) India 100.00% 100.00% 3 Uttar Gujarat Vij Company Limited (UGVCL) India 100.00% 100.00% 4 Dakshin Gujarat Vij Company Limited (DGVCL) India 100.00% 100.00% 5 Paschim Gujarat Vij Company Limited (PGVCL) India 100.00% 100.00% 6 Madhya Gujarat Vij Company Limited (MGVCL) India 100.00% 100.00% Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

B Particulars of Associates

SR. Name of Associate Country of FOR THE YEAR ENDED FOR THE YEAR ENDED No. Incorporation 31st MARCH, 2016 31st MARCH, 2015 1 Gujarat Industries Power Company Limited (GIPCL) India 26.84% 26.84%

C Particulars of Joint Venture (JV of Gujarat State Electricity Corporation Limited)

SR. Name of Joint Venture Country of FOR THE YEAR ENDED FOR THE YEAR ENDED No. Incorporation 31st MARCH, 2016 31st MARCH, 2015 1 Mahaguj Collieries Limited India 40.00% 40.00% Gujarat State Electricity Company Limited (GSECL), the wholly owned subsidiary of GUVNL, is a company covered under the Companies Act, 2013. GSECL has entered into a Joint Venture (JV) operation with MAHAGENCO viz. Mahaguj Collieries Limited for allocation of captive coal mining block in state Orissa and sharing of coal in ratio of 40:60 from extractable reserves. As per requirements of Section 129(3) of the Companies Act, 2013, GSECL is required to prepare Consolidated Financial Statements (CFS) subject to exemption granted under Rule 6 of the Companies (Accounts) Rules, 2014 vide Notification 742 (E) dated 27.07.2016. As per exemption granted, GSECL may not prepare the CFS provided that its holding company i.e., GUVNL prepares the CFS in compliance with the applicable accounting standards. GSECL has availed of this exemption and hence GUVNL needs to consolidate the Joint Venture in the CFS. GUVNL has consolidated its wholly owned subsidiary GSECL as per applicable Accounting Standards (AS) 21: Consolidated Financial Standards and AS 27: Financial Reporting of Interest in Joint Venture as is applicable to GSECL's interest in JV.

D Commitments :

Estimated amount of contracts remaining to be Executed on capital account and not provided for (net of advance): ( ' IN LAKHS)

SR. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED No. 31st MARCH, 2016 31st MARCH, 2015 Subsidiaries 1 Capital Contracts 515,294.29 156,941.62 2 Other Commitments 3,517.86 2,979.35 Associate 1 Capital Contracts 19,296.33 6,947.27 2 Other Commitments 3,781.72 6,156.73 Joint Venture 1 Capital Contracts - - 2 Other Commitments - - Share of the Company in Contingent Liabilities of Associate M/s. GIPCL and Joint Venture M/s. MGCL are stated at their proportionate values. Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

E Contingent Liabilities not provided for: ( ' IN LAKHS)

SR. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED No. 31st MARCH, 2016 31st MARCH, 2015 Subsidiaries 1 Claims against the erstwhile GEB & the Companies not acknowledged as debts i Purchase 133.95 144.88 ii Leasing Finance availed by erstwhile GEB 1,703.00 1,703.00 iii Power Purchase 72,444.00 102,456.00 iv Stamp Duty on mortgage deed for loans availed by erstwhile GEB from LIC 1,108.00 1,108.00 v Employees 63,880.00 58,537.00 vi Disputed matters of Income Tax, Service Tax, VAT & etc. (including against erstwhile GEB) 38,165.75 29,400.35 vii Claims against Companies not acknowledged as debts 39,659.04 17,943.41 viii Demand raised by Irrigation Department, Water Reservation Charges & Interest 53,014.00 56,452.18 ix Facility Management Charges 958.00 - 2 Other money for which the Companies are contingently liable i Letter of Credit 96,063.50 88,686.83 ii Guarantees issued by Banks & others on behalf of the Company 41,830.68 18,043.99 Associate 1 Claims against the Company not acknowledged as debts i Fuel Cost & Transportation Charge 156.34 1,457.28 ii Employees 0.27 0.27 iii Disputed matters of Income Tax & Property Tax 741.58 737.08 iv Claims against Companies by Contractors not acknowledged as debts 1,528.12 1,305.70 v Claims against Company w.r.t. Mine Development 2,638.21 2,003.54 vi Demand for Water Reservation Charges & Interest from Narmada Water Resources and Water Supply Dept. 206.30 214.51 Joint Venture 1 Claims against the Company not acknowledged as debts I Claims against Company by M/s. AMPL regarding Development of Coal Block 12,695.60 12,695.60 Share of the Company in Contingent Liabilities of Associate M/s. GIPCL and Joint Venture M/s. MGCL are stated at their proportionate values. Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

F Segment Reporting The Group's primary business segment is Generation, Transmission, Distribution and Bulk Purchase & Sale (Trading) of Power. Based on the guiding principles given in Accounting Standard on "Segment Reporting" (AS-17), this activity falls within a single primary business segment and accordingly the disclosure requirements of AS-17 in this regard are not applicable.

G Related Party Disclosure As per Para 9 of AS 18 on "Related Party Disclosure", no disclosure is required in the financial statements as regards related party relationship with other state controlled enterprises and transactions with such enterprises. However, the details regarding Key Managerial Personnel are as given under:

Sr. No. Name Designation Duration 1 Shri L. Chuaungo, IAS Chairman & Managing Director 01.04.2015 to 31.03.2016 2 Smt. Shahmeena Husain, IAS Director(Administration) 01.04.2015 to 31.03.2016 3 Shri S B Khyalia Director(Finance) 10.11.2015 to 31.03.2016 4 Shri M B Parikh Executive Director (F&A) & CFO 01.04.2015 to 31.03.2016 5 Shri Parthiv Bhatt Company Secretory 01.04.2015 to 31.03.2016

Particulars of Remuneration paid SR. Name (' IN LAKHS) NO FY 2015-16 FY 2014-15 1 Shri L. Chuaungo, IAS - - 2 Shri Raj Gopal, IAS - 8.63 3 Smt. Shahmeena Husain, IAS 17.67 16.28 4 Shri S B Khyalia 12.15 - 5 Shri M B Parikh 26.24 - 6 Shri K M Shringarpure - 15.60 7 Shri Parthiv Bhatt 17.54 16.26 The Company has not paid any remuneration to CMD, Shri L Chuaungo, IAS as he occupies the position of Principal Secretary, Energy & Petrochemicals Dept., Govt. of Gujarat and is therefore drawing salary from Govt. of Gujarat.______H a Expenditure in Foreign Currency (' IN LAKHS)

SR. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED No. 31st MARCH, 2016 31st MARCH, 2015 1 CIF Value of Imports 40.36 40.29 2 Purchase of Capital Items - 11.62 3 Interest 239.38 105.23 4 Commitment Charges 33.03 46.88 5 Remittances in Foreign Currency 1,183.60 5,981.79 6 Foreign Travel - 0.40 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

b Earnings in Foreign Currency (' IN LAKHS) SR. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED No. 31st MARCH, 2016 31st MARCH, 2015 1 Earnings 3.28 Nill I Foreign Currency Loans of Transmission Subsidiary GETCO "During the year, the Transmission Subsidiary GETCO has taken Foreign Currency Loan from Asian Development Bank (ADB) amounting to USD 139.82 lakhs (P.Y. USD 199.69 lakhs). Availment of Loan is in progress. Interest and commitment charges for FY 2015-16 amounting to USD 4.09 lakhs (P.Y. USD 2.44 lakhs) is shown under Capital Work-In-Progress. Foreign currency fluctuation Gain / (Loss) as on 31.03.2016 is (Rs. 1,699.08 lakhs) [P.Y. Rs. (751.27 lakhs)]. Foreign currency fluctuation loss is accounted under Finance Charges."

J Contingency Reserve Fund of Transmission Subsidiary GETCO As per Clause No. 71(7) of GERC (MYT) Regulation 2011, upto 0.5% of the average Gross Block of 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 a 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 FY 2015-16, as there is sufficient fund for Contingencies, no appropriation has been made to the Contingency Reserve Fund. (PY. Rs. 6,400 lakhs).

K Deviation Settlement Mechanism (DSM) The Deviation Settlement Mechanism receivable/payable have been accounted as provided by the State Load Dispatch Centre (SLDC).

L Statutory Auditor's Remuneration

SR. PARTICULARS (' IN LAKHS) No. FOR THE YEAR ENDED FOR THE YEAR ENDED 31st MARCH, 2016 31st MARCH, 2015 1 Audit Fees 82.62 75.54 2 Certifications 1.25 1.25 3 Tax Audit & other Taxation matters 0.75 0.75 4 Out-of-pocket & Other Expenses 2.80 2.32 Total 87.42 79.86 M Investment in Associate Company - Gujarat Industries Power Company Limited The Group has invested Rs. 10592.35 Lacs in Gujarat Industries Power Co. Ltd. (GIPCL) from 1988-89 to 2005-06. The Group owns 26.84% which makes it Associate as per Accounting Standard(AS): 23 "Accounting for Investments in Associates in Consolidated Financial Statements" as of 31 March Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

2016. The share of the Group in the net assets of GIPCL as on 31st March, 2016 is Rs. 51,939.07 lakhs as per audited financial statements of GIPCL and accounted in Consolidated Financial Statement as per Equity Method prescribed in AS:23. Out of this, the share of net assets of Rs. 40,338.89 lakhs was recognised as of 31st March, 2015. The balance of Rs. 6551.52 lakhs has been recognised in the current financial year as Share of Associate in Reserves and Surplus along with the current year's share of profit of Rs. 5048.66 lakhs.

N Joint Venture (JV) - Mahaguj Collieries Limited (MGCL) "During the previous year, the Hon'ble Supreme Court vide its Judgment dated 25.08.2014 and order dated 24.09.2014 in W.P. (Criminal) No. 120 of 2012 and other connected matters, has declared all allocafions of the Coal blocks made through Screening Committee and through Government Dispensation route since 1993 as illegal and has quashed the allocafions of 204 coal blocks. The same has been informed by the Ministry of Coal vide its letter dt. 01.10.2014 put up on its website. This includes MGCL's (our joint venture) Machhakata- Mahanadi Coal Block also. As on date Coal Block allocafion has been cancelled. However, in the subsequent bidding the Machhakata-Mahanadi Coal Block has not been allotted to any bidder as on March, 2016. Similarly, MGCL has not received any communication from the Ministry of Coal denying the claims made. In MGCL management's opinion, there is no impairment of its assets."

O Fly Ash utilization by Generation Subsidiary GSECL As per the Notification of Ministry of Environment and Forests dt. 3rd November, 2009, GSECL is required to maintain a separate Account for the amount collected from sale of fly ash and fly ash based products and this amount should be kept in separate Account Head and shall be utilized only for development of infrastructure or facilities, promotional and facilitation activities for use of fly ash until 100% fly ash utilization is achieved. As such the Company is maintaining a separate Account and deposits the amount received from sale of fly ash and fly ash based products and utilizing the same regularly for O&M for the Fly ash utilisation & development of infrastructure facilities. Resultantly, the Company has achieved 100% utilization of Fly ash at Gandhinagar, Sikka and KLTPS. So no separate account is maintained at this Power Station as per notification.

P Corporate Social Responsibility (CSR) Expenditure related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 readwith Schedule-VII thereof : SR. Particulars (' IN LAKHS) NO FY 2015-16 FY 2014-15 i Gross amount to be spent by the Company during the year 1,544.32 1,517.30 ii Amount spent during the year 1,012.97 463.83 Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

Q Employee Benefit Expenses a Defined contribution towards retirement benefits (Disclosure under AS-15): The following table sets out the status of the Gratuity and Leave Encashment Scheme Plans: SR. PARTICULARS ' IN LAKHS No. Gratuity (Funded) Leave Encashment (Unfunded) 2015-16 2014-15 2015-16 2014-15 I Amounts recognized in the Balance Sheet 1 Present Value of Obligation 137,834.14 132,132.06 99,726.44 89,416.73 2 Fair Value of Plan Assets 78,304.92 71,330.46 Nil Nil 3 Unrecognized Past Service Cost Nil Nil Nil Nil 4 Net (Asset) /Liability in the Balance Sheet 59,529.21 60,801.60 99,726.44 89,416.73 II Cost for the period 1 Current Service Cost 4,653.40 4,512.08 6,026.98 1,503.18 2 Interest on Obligation 10,571.57 10,120.55 7,153.34 6,692.86 3 Expected return on Plan Assets (6,827.60) (6,227.17) Nil Nil 4 Net Actuarial (Gains) / Losses recognised in the year 5,340.77 4,711.89 6,557.77 5,068.70 5 Past Service Cost Nil Nil Nil Nil 6 Losses / (Gains) on Curtailments and Settlements Nil Nil Nil Nil 7 Expenses recognised in the statement of Profit & Loss 13,742.59 13,117.35 19,736.50 13,263.11 III Change in Benefit Obligations 1 Opening Defined Benefit Obligation 132,132.05 126,506.81 89,416.74 83,660.81 2 Prior period adjustments Nil Nil Nil Nil 3 Current Service Cost 4,653.40 4,512.08 6,026.98 1,503.18 4 Past Service Cost Nil Nil Nil Nil 5 Interest on Obligation 10,571.57 10,120.55 7,153.34 6,692.86 6 Actuarial (Gains) / Losses 4,511.13 4,065.43 6,557.77 5,068.70 7 Benefits paid (14,033.00) (13,072.81) (9,428.40) (7,508.81) 8 Closing Defined Benefit Obligation 137,834.13 132,132.06 99,726.44 89,416.74 IV Changes in Plan Assets 1 Opening fair value of Plan Assets 71,330.47 65,320.57 Nil Nil 2 Expected return on Plan Assets 6,827.60 6,227.17 Nil Nil 3 Actuarial Gains / (Losses) (837.55) (674.41) Nil Nil 4 Employers Contributions 15,017.41 13,529.93 Nil Nil 5 Assets acquired in an amalgamation in the nature of purchase Nil Nil Nil Nil 6 Exchange differences on foreign plans Nil Nil Nil Nil 7 Benefits paid (14,033.00) (13,072.81) (3,993.60) (3,378.83) 8 Closing fair value of Plan Assets 78,304.91 71,330.46 Nil Nil V Principal Actuarial Assumptions 1 Rate of Discounting 8% 8% 8% 8% 2 Expected Return on Plan Assets 9.50% 9.50% - - 3 Rate of Increase in Salaries 10% 10% 10% 10% 4 Attrition Rate 1% to 3% 1% to 3% 1% to 3% 1% to 3% Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

I Govt. of India vide Notification No. 1007 published in Govt. Gazette dtd. 24th May, 2010 amended the Payment of Gratuity Act, 1972 for revision in the gratuity limit from existing ' 3.50 Lakhs to ' 10 Lakhs w.e.f. 24.05.2010. Consequent upon such amendment, the Group has been recognizing the gratuity liability with a ceiling of ' 10 Lakhs based on actuarial valuation as carried out by LIC of India since FY 2009-10 and had accordingly provided the past liability and charged the same to Statement of Profit & Loss in that year itself. The current year's liability is provided considering the ceiling of ' 10 Lakhs and charged the same to Statement of Profit & Loss for the year.

II Erstwhile Gujarat Electricity Board has established a Master Trust to manage the affairs of gratuity. Post restructuring, the Group has inherited the said Master Trust and managing the same for and on behalf of itself and its Subsidiary Companies. On account of this arrangement, the gratuity liability of Subsidiary Companies are also accounted for in the books of the Company. The total liability thus represents the liability of the Group as under:

SR. COMPANY (' IN LAKHS) NO AS AT 31st AS AT 31st MARCH, 2016 MARCH, 2015 1 Gujarat Urja Vikas Nigam Ltd. 329.32 479.99 2 Gujarat State Electricity Corporation Ltd. 11,151.07 12,305.34 3 Gujarat Energy Transmission Corporation Ltd. 13,466.79 14,120.53 4 Dakshin Gujarat Vij Company Ltd. 5,445.86 5,617.37 5 Madhya Gujarat Vij Company Ltd. 7,167.65 7,359.68 6 Paschim Gujarat Vij Company Ltd. 12,212.39 12,111.57 7 Uttar Gujarat Vij Company Ltd. 9,757.11 8,807.12 TOTAL 59,530.18 60,801.60 R Earnings Per Share (EPS)

SR. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED No. 31st MARCH, 2016 31st MARCH, 2015 1 Net Profit After Tax (after adjusting Minority Interest) as per Statement of Profit and Loss ( ' in lakhs) 65,310.80 64,867.69 2 Weighted Average Number of Equity Shares for Basic EPS Basic 9,640,351,484 7,388,045,630 Diluted 9,673,519,562 7,389,734,910 3 Face Value per Share (') 10.00 10.00 4 Basic EPS 0.68 0.88 5 Diluted EPS 0.68 0.88 1 Basic and Diluted Earnings per Share are computed in accordance with AS-20 : Earnings per Share. The Basic and Diluted Earnings per Share is calculated by dividing the Net Profit After Tax for the year attributable to equity shareholders by the Weighted Average Number of Equity Shares outstanding during the year. Gujarat Urja Vikas Nigam Limited 12th Annual Report 2015-16 GUMNL CONSOLIDATED FINANCIAL STATEMENTS 15-16

S Additional Information on Consolidated Financial Statements under Schedule III of the Companies Act, 2013. Particulars Net Assets i.e. total assets Share in profit or loss minus total liabilities As % of Amount As % of Amount consolidated (' in Lakhs) consolidated (' in Lakhs) net assets profit or loss Parent Gujarat Urja Vikas Nigam Ltd. 69.95% 1,183,068.52 15.65% 10,224.12 Subsidiary Gujarat State Electricity Corporation Ltd. 10.92% 184,601.74 21.08% 13,767.08 Gujarat Energy Transmission Corporation Ltd. 10.95% 185,154.33 28.30% 18,486.19 Dakshin Gujarat Vij Company Ltd. 2.29% 38,777.23 9.82% 6,412.83 Madhya Gujarat Vij Company Ltd. 1.37% 23,206.91 6.72% 4,385.81 Paschim Gujarat Vij Company Ltd. 0.64% 10,778.04 1.99% 1,302.89 Uttar Gujarat Vij Company Ltd. 0.81% 13,705.45 8.78% 5,731.34 Associate Gujarat Industries Power Compnay Limited 3.07% 51,939.07 7.73% 5,048.66 Joint Venture Mahaguj Collieries Limited 0.00% (46.14) -0.07% (48.14)

T Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure. U The balances of Trade Receivables, Trade Payables, Loans and Advances are subject to confirmation and reconciliation, if any. V Statement Of Management: I The Current Assets, Loans and Advances are good and recoverable and are approximately of the values as shown, if realized in the ordinary course of business unless and to the extent stated other wise in the Accounts. Subject to the notes and the method of accounting followed by the Company, provision for all known liabilities is adequate. There are no Contingent Liabilities except those stated in the notes.

As per our report of even date attached For and on behalf of the Board of Directors For Mukund & Rohit Gujarat Urja Vikas Nigam Ltd. Chartered Accountants Firm Registration No. 113375W SUJIT GULATI, IAS PANKAJ JOSHUAS CA. S.B. KHYALIA Chairman Managing Director Director (Finance) DIN:00177274 DIN:01532892 DIN:02470485

VINAY SEHGAL CA. M. B. PARIKH PARTHIV BHATT Partner Executive Director Company Secretary Membership No. 109802 (F&A) & CFO

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1 0 0 % 1 0 0 % 1 0 0 % 1 0 0 % 1 0 0 % g d 9 7 .9 9 % n o t t h e jo in t ( % ) o f (?in lakhs) v e n t u r e is P e r c e n t a g e associate / Shareholdin consolidate R e a s o n w h y

D iv id e n d P r o p o s e d

1 ,3 0 2 .9 7 6 ,4 1 2 .8 3 4 ,3 8 5 .8 3 5 ,7 3 1 .3 4 1 3 ,7 6 7 .0 9 1 8 ,8 6 4 .9 1 significant influence Associate (Note -1 & 2) T a x a t io n JV of Subsidiary Co. GSECL Profit After Description of how there is

in 1 ,7 1 4 .0 3 1 ,8 9 5 .6 7 1 ,7 5 8 .9 7 2 ,3 4 9 .6 6 3 ,6 2 4 .5 5 1 1 ,4 1 4 .2 5 T a x a t io n CA.S.B. KHYALIA Director(Finance)DIN:02470485 PARTHIVBHATT CompanySecretary Provision For Consolidation Not Considered

(4 8 .1 4 ) 7 ,4 4 5 .3 7 8 ,7 6 2 .4 9 6 ,1 4 4 .8 1 3 ,1 9 8 . 6 4 5 ,0 4 8 .6 6 1 7 ,3 9 1 .6 4 3 0 , 2 7 9 .1 6 T a x a t io n (?in lakhs) Profit before Considered in Consolidation

Profit/Loss for the year ( 1 2 0 .3 4 ) la te s t 1 8 ,8 1 2 .7 8 7 9 8 ,5 8 7 .2 4 2 4 5 ,9 4 0 .1 6 8 8 2 ,3 7 9 .5 5 5 2 2 ,4 7 9 .6 2 T u r n o v e r (?in lakhs) y e a r a s p e r 1,107,713.75 1,170,274.19 Profit for the Statement of Profit and Loss

0 .0 3 (4 6 .1 4 ) 2 ,0 5 2 .0 5 1 2 ,4 0 4 .0 8 5 1 , 9 3 9 .0 7 in la k h s ) p e r la te s t N e t w o r t h Investments attributable to Balance Sheet {? Shareholding as

197,487.17 (2,378.30) 4,915.14 202,402.31 54,317.37 5 1 ,939.07 ( 1 1 5 .3 4 ) 1 9 7 ,4 8 7 .1 7 6 9 1 ,0 1 3 .0 2 2 5 4 ,8 3 6 .7 4 3 2 9 ,8 4 3 . 2 9 3 5 3 ,6 3 9 .1 5 in la k h s ) p e r la te s t 1,105,839.11 1,366,940.32 Net worth as Total Liabilities Balance Sheet {? (F& A ) & C F O PANKAJ JOSH ASI,I Managing DirectorDIN:01532892 Executive Director CA.M.B.PARIKH

Form AOC-I Form 2 6 .8 4 % 4 0 . 0 0 % 4 9 1 ,8 5 4 .6 8 4 7 7 ,2 1 3 .8 6 3 7 1 ,6 6 3 . 4 4 E x t e n t o f H o ld in g % 1,668,251.79 1,820,306.30 1,068,755.33 Total Assets

2 .0 0 9 2 ,0 6 3 .3 5 9 6 ,2 2 3 .5 2 8 4 ,7 3 8 .8 5 1 0 ,5 9 2 .3 5 la k h s ) 1 2 3 ,2 6 9 .9 5 S u r p lu s 3 8 3 ,7 8 4 .1 9 3 9 1 ,0 9 9 .8 7 A m o u n t o f Reserves and Investm ent in Associate (?in 2 0 ,0 0 0 Shares of Associate/Joint Venture held by the com pany on the year end 6 2 ,2 6 6 .1 1 3 2 , 0 8 7 .8 5 3 8 , 7 4 1 .4 4 3 1 , 5 1 1 .3 6 4 0 ,5 9 0 ,2 7 9 1 7 8 ,6 2 8 .4 9 2 8 1 ,5 1 8 .7 9 No. of shares Share Capital

INR INR INR INR INR INR Place: GandhinagarDate 29.09.2016 : DIN:00177274 C h airm an SUJITGULATI, IAS C u r r e n c y 1 / 1 1 / 2 0 0 6 R e p o r t in g 3 0 / 3 / 1 9 8 9 or acquired Associate or Joint Venture Date on which was associated

L a t e s t S h e e t 1 / 4 / 2 0 0 5 1 / 4 / 2 0 0 5 1 / 4 / 2 0 0 5 1 / 4 / 2 0 0 5 1 / 4 / 2 0 0 5 1 / 4 / 2 0 0 5 B a la n c e A u d it e d 3 1 / 3 / 2 0 1 6 3 1 / 3 / 2 0 1 6 a c q u ir e d D a t e s in c e S u b s id i a r y (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of companies (Account) with companies 2014) of to 5 section of sub-section (Account) Rules, rule read (3) 129 first to proviso (Pursuant

Statement containing salient features of financial statements of Subsidiary/Associate Joint Venture Companies Joint Venture Subsidiary/Associate of offinancial statements features containing salient Statement Subsidiaries : V e n t u re 2. Net worth attributable to Shareholding as per latest Balance Sheet: (? in lakhs) Name of Subsidiary Name of Associate / Joint M ahaguj Collieries Limited Gujarat IndustriesCom pany PowerLimited (GIPCL) Dakshin GujaratLimited Vij (DGVCL)Paschim Com pany GujaratLimited Vij(PGVCL) MadhyaCompany GujaratLimited Vij (MGVCL) Company Uttar GujaratLimited Vij Com(UGVCL) pany Gujarat StateCorporation ElectricityGujarat limited EnergyCorporation (GSECL) Transm issionLimited (GETCO) Net Worth of GIPCL as above Net Worth after above adjustment Net worth attributable to Shareholding as per latest Balance Sheet Less: Capital Reserve on acquisition Add: Proposed Dividend including Corporate Dividend Tax by GIPCL Group share's share in above Net Worth 1 2 1 6 4 2 5 3 Sr. N o . S r. N o . PART "A" PART "B" Associates: Joint Venture Membership No.Place: 109802 Gandhinagar Date 29.09.2016 : Partner For Mukund & Rohit Firm Registration No. 113375W Gujarat Urja Vikas Nigam Ltd. Chartered Accountants Note 1. There is significant influence due to percentage (%) of Share Capital. As per our report of even date attached For and on behalf of the Board of Directors VINAYSEHGAL 1166)