GUJARAT POWER CORPORATION LIMITED [CIN: CIN: U40100GJ1990SGC013961;

E-mail: cosecgpcl@yahoo.co.in; website: www. gpcl.gujarat.gov.in

Tel. No.: 079 – 23251255-60; Fax: 079-23251254]

26TH

ANNUAL REPORT – 2015-16

Chairman & Managing Director : Shri Sujit Gulati, IAS (w.e.f. 19.07.2016)

Shri L. Chuaungo, IAS (upto 19.07.2016)

Directors : Shri Indrajeet Prasad Gautam, IAS (Retd.) Shri Prakash S. Shah, IAS (Retd.) Shri Praful H. Rana Smt. Shobhana B. Desai Dr. Bharatkumar Modi Shri Dipak Erda (upto 11.08.2016)

Chief Financial Officer

: Shri Mehul J. Danayak

Company Secretary : Ms. Krupa N. Joshi (w.e.f. 09.05.2016) Shri Nayan S. Chokshi (upto 31.07.2015)

Statutory Auditors : M/s. Suresh R. Shah & Associates, Chartered Accountants, Ahmedabad.

Secretarial Auditors : M/s. K. K. Patel & Associates, Practicing Company Secretaries, Gandhinagar

Cost Auditors : M/s. V. H. Savalia & Co., Cost Accountants, Ahmedabad

Bankers : Axis Bank Ltd. State Bank of India

Registered Office : 6th Floor, Block Nos. 6 & 8 Udhyog Bhavan, Sector – 11, Gandhinagar – 382 011

CIN: U40100GJ1990SGC013961

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NOTICE

Notice is hereby given that 26th Annual General Meeting of Members of Gujarat Power Corporation Limited

will be held on Thursday, 24th

day of November, 2016, at 11:00 A.M. at registered office located at 6th

Floor, Block nos. 6 & 8,Udyog Bhavan, Gandhinagar, to transact following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2016, and Statement of

Profit & Loss for the year ended 31st March, 2016, together with the Reports of the Board of Directors

and Auditors’ thereon and comments of the Comptroller & Auditor General of India in terms of Section

143 (6) of the Companies Act, 2013.

2. To appoint a Director in place of Shri I. P. Gautam, IAS (DIN: 00260908), who retires by rotation and

being eligible offers himself for reappointment.

3. To authorize Managing Director to fix remuneration payable to Statutory Auditors of the Company viz;

Suresh R Shah & Associates, Chartered Accountants (FRN: 110691W), Ahmedabad, appointed by the

Comptroller and Auditor General of India (C&AG), New Delhi, for the Financial Year 2016-17, vide

their letter NO. /CA. V/ COY/ GUJARAT, GPOWER(1)/1085 DATED 22.08.2016 in terms of the

provisions of section 139(5) read with Section 142 of the Companies Act, 2013 and if though fit, to pass,

with or without modification, the following resolution as Ordinary Resolution.

“RESOLVED THAT pursuant to provisions of section 142 of the Companies Act, 2013, the Managing

Director of the Company be and is hereby authorized to decide and fix the remuneration including out of

pocket expenses incurred during the course of Audit, to the Statutory Auditors, M/s. Suresh R Shah &

Associates, Chartered Accountants (FRN: 110691W), Ahmedabad appointed by the Comptroller and

Auditor General of India, (C&AG), New Delhi, for the financial year 2016-17.”

SPECIAL BUSINESS

4. To approve the remuneration of Cost Auditors for financial year ending on 31st March, 2017 and in this

regard to consider and if thought fit, to pass, with or without modification (s), the following resolution as

an Ordinary Resolution.

RESOLVED THAT

(i) Pursuant to the Section 148 and all other applicable provisions of the Companies Act, 2013 and the

Companies (Audit and Auditors) Rules), 2014 ( including any statutory modification (s) or re-

enactment thereof, for the time being in force) M/s V. H .Savaliya & Co., Cost Accountants,

Ahmedabad, the Cost Accountants appointed by Board of the Company to conduct the audit of the

cost records of the Company for financial year ending on 31st March, 2017, be paid the remuneration

of Rs.29,000/- p.a. plus out of pocket expenses to the limit of 20% of remuneration plus service tax as applicable for cost audit work.

(ii) The Board of the company is authorised to do all acts and take all such steps as may be necessary,

proper or expedient to give effect to this resolution including .

For Gujarat Power Corporation Ltd.

Sd/-

Company Secretary

Date: 19.11.2016.

Place: Gandhinagar

Registered Office Block Nos. 6& 8, 6th Floor, Sector-11, Gandhinagar-382010

Tel: 079- 23251255 - 60

Website: www.gpcl.gujarat.gov.in

Notes:

CIN: U40100GJ1990SGC013961

Page 2 of 3

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a

poll instead of himself. A proxy need not be a member of the Company. Proxy to be effective must reach

the registered office of the Company not later than 48 hours before the time fixed for holding the

meeting.

As per the provisions of the Companies act 2013, a person can act as proxy on behalf of the members

not exceeding fifty and holding in the aggregate not more than ten percent of the total Share Capital of

the Company. A member holding more than ten percent of the share capital of the Company may

appoint a single person as proxy and such person shall not act as a proxy for any other person or

member.

2. Wherein member (s) are body corporate (viz companies etc) authorisation is to be done by the board of

that body corporate in favour of any person as per the provisions of Section 113 of the Companies Act,

2013 who shall act as the representative of that body corporate and shall have same right and powers on behalf of body corporate as if it were an individual. The authorised representative shall send the certified

true copy of the resolution at the registered office of the company to reach before the date of annual

general meeting.

3. The Explanatory Statement pursuant to Section 102 of Companies Act, 2013 in respect of special

business is annexed hereto.

4. Any member desiring any information pertaining to accounts is requested to send queries in advance so

that the satisfactory information can be furnished.

5. Route map of venue of Annual General Meeting is given below:

CIN: U40100GJ1990SGC013961

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ANNEXURE TO NOTICE (EXPLANATORY STATEMENT U/S 102 OF COMPANIES ACT 2013)

The following Statement sets out all material facts relating to the Special Business mentioned in the

accompanying Notice:

Item No.4

The Board, on the recommendations of Audit Committee, has approved the appointment and remuneration

of M/s. V. H. Savaliya & Co., as Cost Auditors of the Company to conduct the audit of the cost records of

the Company for the financial year 2016-2017.

Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014,

mandated that the remuneration payable to the Cost Auditor has to be ratified by the members of the

Company. Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at

Item No.4 of the Notice for ratification of the remuneration payable to the Cost Auditor for the financial year ending on 31st March, 2016.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way,

concerned or interested, financially or otherwise, in the resolution set out at Item No.4 of the Notice.

The Board recommends the Ordinary Resolution set out at Item No.4 of the Notice for approval by the

members.

For Gujarat Power Corporation Ltd.

Sd/-

Company Secretary Date: 19.11.2016

Place: Gandhinagar

Registered Office Block Nos. 6& 8, 6th Floor, Sector-11, Gandhinagar-382010

Tel: 079- 23251255 - 60

Website: www.gpcl.gujarat.gov.in