Gujarat Urja Vikas Nigam Limited CIN : U40109GJ2004SGC045195 14th Annual Report 2017-18 CONTENTS Page No. • Boards of Directors 002 • Notice 003 • Board's Report 012 • C&AG Comments on Standalone 090 Financial Statements • Independents Auditor's Report on 091 Standalone Financial Statements • Standalone Balance Sheet 100 • Standalone Statement of Profit & Loss 102 • Standalone Cash Flow Statement 103 • Statement of changes in equity 105 • Notes to Standalone Financial Statements 106 • C&AG Comments on 158 Consolidated Financial Statements • Independents' Auditors' Report on 161 Consolidated Financial Statement • Consolidated Balance Sheet 187 • Consolidated Statement of Profit & Loss 189 • Consolidated Cash Flow Statement 191 • Consolidated Statement of changes in equity 193 • Notes to Consolidated Financial Statements 195 • Form AOC.-1 : Statements Containing Salient Features 272 of Financial Statements of Subsidiary Companies /Associate Company • Proxy Form 274 1 Gujarat Urja Vikas Nigam Limited 14th Annual Report 2017-18 Board of Directors Shri Raj Gopal, IAS (DIN 02252358) Chairman (w.e.f. 07-08-2018) Shri Sujit Gulati, IAS (DIN 00177274) Chairman (upto 16-07-2018) Shri Pankaj Joshi, IAS (DIN 01532892) Managing Director Ms. Mona Khandhar, IAS (DIN 06803015) Woman Director Shri Sanjeev Kumar, IAS (DIN 03600655 Govt. Nominee Director (upto 15-07-2017) Shri Milind Torawane, IAS (DIN 03632394) Govt. Nominee Director (w.e.f. 15-07-2017) Shri S. B. Khyalia (DIN 02470485) Director (Finance) Shri K. M. Bhuva (DIN 07808731) Director (Technical)(w.e.f. 29-04-2017) Shri R. N. Singh (DIN 00032014) Independent Director (upto 12-03-2018) Shri Bimal N. Patel (DIN 03006605) Independent Director (upto 12-03-2018) Shri P. J. Mathew (DIN 06431096) Independent Director (upto 31-05-2017) Shri N. N. Mishra (DIN 00575501) Independent Director (w.e.f 01-11-2018) Shri R. C. Dhup (DIN 08275424) Independent Director (w.e.f. 24-12-2018) I/C ADG OF POLICE (SECURITY) : COMPANY SECRETARY : Shri Manoj Sashidhar, IPS Shri Parthiv Bhatt BANKERS : SR. EXECUTIVES UCO Bank Canara Bank 1. Shri K.P. Jangid, G.M. (Comm.) State Bank of India Allahabad Bank 2. Dr. Nilesh Munshi, GM(HR) Bank of India Syndicate Bank 3. Smt. Sailaja Vachhrajani, GM(IPP) Central Bank of India Bank of Baroda 4. Shri S. Sen, GM (F&A) & CFO Union Bank of India Indian Oversease Bank 5. Shri B.B. Mehta, I/c GM (IT) Dena Bank Karur Vysya Bank Vijaya Bank Indian Bank STATUTORY AUDITORS SECRETARIAL AUDITORS COST AUDITORS M/s. Mukund & Rohit M/s. Sandip 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 Electiricity 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 2 Gujarat Urja Vikas Nigam Limited 14th Annual Report 2017-18 NOTICE Notice is hereby given that the Fourteenth Annual General Meeting of the Members of Gujarat Urja Vikas Nigam Limited will be held (at shorter notice under Section 101(1) of the Companies Act, 2013, pursuant to consent received from all the members) on Saturday, the 29th December, 2018 at 1.00 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, 2018, 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 2018-19, 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 an Ordinary Resolution. "RESOLVED THAT pursuant to Section 142 of the Companies Act, 2013, the Board of Directors of the Company be and is 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), for the financial year 2018-19." 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, 2019 (i.e. Financial Year 2018-19) at the remuneration of ` 50,000/- (Rupees Fifty Thousand only) plus applicable GST be and is hereby ratified and approved." "RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee 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." 3 Gujarat Urja Vikas Nigam Limited 14th Annual Report 2017-18 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 the provisions of Section 149, 152, read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Narendra Nath Misra, (DIN 00575501) who was appointed as an Additional Director and also as an Independent Director of the Company by the Board of Directors with effect from 1st November, 2018, and who holds the said office pursuant to the provisions of Section 161 of the Companies Act, 2013 up to the date of this Annual General Meeting and who is eligible for appointment under the relevant provisions of the Companies Act, 2013, be and is hereby appointed as Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 2 (two) consecutive years with effect from 1st November, 2018." 5. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Section 149, 152, read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Rakesh Chander Dhup (DIN 08275424) who was appointed as an Additional Director and also as an Independent Director of the Company by the Board of Directors with effect from 24th December, 2018, and who holds the said office pursuant to the provisions of Section 161 of the Companies Act, 2013 up to the date of this Annual General Meeting and who is eligible for appointment under the relevant provisions of the Companies Act, 2013, be and is hereby appointed as Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 2 (two) consecutive years with effect from 24th December, 2018." 6. 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 61 and other applicable provisions, if any, of the Companies Act, 2013, the Authorized Share Capital of the Company be and is hereby increased from `20,000 Crores (Rupees Twenty Thousand Crores only) divided into 2000,00,00,000 (Two Thousand Crores) Equity Shares of ` 10/- (Rupees Ten only) each to `30,000 Crores (Rupees Thirty Thousand Crores only) divided into 3000,00,00,000 (Three Thousand Crores) Equity Shares of ` 10/ - (Rupees Ten only) each" "RESOLVED FURTHER THAT the existing Clause V of the Memorandum of Association of the Company be and is hereby deleted and in its place, the following new Clause V be substituted: Clause V: The Authorized Share Capital of the Company is ` 30,000 Crores (Rupees Thirty Thousand Crores only) divided into 3000,00,00,000 (Three Thousand Crores) Equity Shares of ` 10/- (Rupees Ten) each." 4 Gujarat Urja Vikas Nigam Limited 14th Annual Report 2017-18 By Order of the Board Date : 24-12-2018 Parthiv Bhatt Place : Gandhinagar 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.